


be still, my indelible friend

by frillshark



Category: The Walking Dead (Telltale Video Game)
Genre: Background Relationships, Canon-Typical Violence, Confessions, Developing Relationship, Fluff and Angst, M/M, Major and Minor Character Death, Mutual Pining, POV Alternating, Self-Esteem Issues, Strangers to Friends to Lovers, Takes place from episode 1-3, Taking liberties with canon dialogue, doug's laser pointer, lee and doug are bi kings i said what i said, more to be added as I go along
Language: English
Status: In-Progress
Published: 2020-04-01
Updated: 2020-07-13
Packaged: 2021-02-28 16:48:05
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 5
Words: 35,452
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23430442
Author URL: https://archiveofourown.org/users/frillshark/pseuds/frillshark
Summary: It would never have been easy, but it's a whole new ordeal when the end of the world comes. Through personal struggles and a rocky road ahead, Lee and Doug try to make things work.
Relationships: Lee Everett/Doug
Comments: 52
Kudos: 36





	1. Chapter 1

**Author's Note:**

> So about a week ago I was trying to fall asleep and in the middle of the night this plotline came to me. I wrote down an outline and now, one week later, I have a 5k word first chapter. the quarantine boredom must really be kicking in fr. I have no idea if I'll be able to keep this going but I'll try my best!

The world was ending, and Doug was staring out a window.

That’s what it felt like, at least. Officially, he was on watch for anything undesirable that might try to get inside the pharmacy, but there was only so much you could do after a while. The fact that it was the middle of the night and the streets were dark didn’t exactly help, either. Staring out at the shadowy town was shockingly monotonous.

No—the _real_ show was what was going on inside the store.

Their ragtag group had gone from five to ten in the matter of minutes, and everyone was on edge. He didn’t even have to be looking at anybody to feel their untrustworthy glances shifting across the room, sizing up their fellow survivors. They were all stuck in the same place, sure—but it was clear there was no glue holding them together. At this point, he would almost rather go outside than deal with another explosive argument.

It was pretty telling when the first thing they’d done when their groups had clashed was start fighting. At first, he was sure things would cool down quick—after all, Larry had nearly torn them apart when Carley, Glenn, and himself had walked through those doors for the first time too—but that obviously hadn’t been the case the second time around. He'd never admit it, but he was almost glad that Larry’s heart condition acted up when it did. He liked to think that the old guy wouldn’t have _actually_ tried to… Harm a kid like that, but he could never be sure. And the arguing had really been starting to get to him, anyway.

So Doug just kept his eyes on the outside. It was easier that way.

“Hey.”

A low voice and the patter of footsteps brought him out of his own thoughts. Standing to his left was one of the newest additions to their group—a tough, clever-looking guy named Lee (if the previous altercation was anything to go by). He stared at him with thoughtful, tired eyes, and Doug realized they’d never actually spoken to each other before. 

“Hi,” Doug said back, and after a moment added “You’re Lee, right?” just to be polite.

Lee gave him a brisk nod. “Yeah. Have you heard or seen anything out there?” There was a to-the-point, purposeful quality in the way he spoke that reminded him a little of Carley. 

“Nothing yet, luckily,” He watched Lee relax slightly at his reassurance. Doug glanced back out the window one more time, and before he could regret asking said “... Wanna step outside and see for yourself?”

Unexpectedly, Lee barked out a laugh. “I’m not suicidal yet.” 

“Oh- No, the gate out there is closed. We can hang out in front of the store and be fine,” Doug let himself crack a smile—after everything that had happened today, it was nice to hear someone else laugh, even if it was a little grim. “I mean, you know, only if you want to.” Admittedly, it was pretty unlikely that anyone would actually _want_ to step out into a monster-infested street, safe or not. Even Doug wasn't too keen on going out there without someone else with him, which was why he’d waited so long to ask. 

“Huh,” was Lee’s only response as he stopped to think, expression unreadable. Finally, to Doug’s surprise, he shrugged a little and said “Sure. Let’s go have a look around.”

After a quick agreement to keep the noise down (despite Doug’s belief—or hope—that both of them would be smart enough to stay out of trouble), he pulled the boarded-up doors open, letting in a cool breeze. It was almost refreshing—until the two of them actually stepped outside.

Doug hadn’t realized just how _many_ of the things there were from his vantage point at the window. They were prowling the streets, lurking in the alleyways, and he even spotted a few tearing into… What had _used_ to be someone in the middle of the road. For a moment, he genuinely thought he was going to be sick. 

Judging by the expression on his face, Lee couldn’t quite seem to believe it either—how everything had gotten so horribly bad so horribly fast. He looked over the macabre streets and whispered “Jesus, they… They just…” 

“Eat,” Doug finished, shuddering slightly at the all-too-recent and all-too-numerous memories of what the undead monsters were capable of. “As far as I can tell, that’s all they care about.” 

“And if one gets you…”

“They eat you, and whatever is left comes back as one of them.” Painful images of his uncle Maurice, Carley’s film crew, and the countless amount of people he’d caught glimpses of in the street flashed through his mind, and Doug shook his head forcefully. It all hurt too much to think about. 

Lee exhaled slowly, like he was just now realizing the scope of it all. “How the _fuck…_ ”

“I think it might be more than a couple days before all this gets sorted out,” Doug said solemnly. 

They went quiet again, opting to look around in silence. Under any other circumstances it would have been insanely stressful, but the protective gate surrounding them made the undead-infested streets seem almost faraway—almost. Doug briefly wondered if this was how those caged-in shark divers felt, before dismissing the thought as far too lighthearted for the situation.

“So you’re Doug, huh?” Lee finally said.

“I mean, it’s not like I have any other option, do I?” He tried to crack a joke, but judging by the beat of silence afterward it had probably just been weird.

“How have you been holding up?” He asked after a moment. “It’s… Been real nasty out here, that’s for sure.”

“I’m doing okay, I guess. And, heh, you could say that again,” Doug glanced into those thoughtful eyes once more. “What about you?”

“I’m fine.” There was an air of finality to the way he said it, and Doug let the conversation drop.

They didn’t stay quiet for long, though. Lee would occasionally lean over to ask him something or point out something he saw. Eventually, the questions shifted to Doug himself—how he’d ended up here, whether or not the pharmacy was safe, what he thought about everyone else. He was surprised again by the fact that he even cared to ask, or was at least curious enough to. And in return, he began to learn a bit about Lee himself (he’d grown up in Macon and had a bit of an odd sense of humor).

Doug never would have guessed, but sitting out on a dark street filled with ravenous monsters was a shockingly effective bonding activity (although if his first meeting with Carley was anything to go by, he shouldn’t have been so surprised). Maybe it was stupid to say, but as the minutes ticked by, Lee definitely felt less and less like a stranger.

But that was probably just him making things weird.

“You don’t talk much, do you?” He couldn’t help but jump a bit at Lee’s sudden whisper. His tone wasn’t judgmental, but Doug started feeling self-conscious anyway.

“Like, right now? Or…” 

Lee shook his head. “I meant earlier, when we first came in.” 

“Oh,” Doug said quietly. “Yeah, I’m not that good with arguments,” as an afterthought, he added “And Larry kind of pushes everyone around. I didn’t think he was actually… _Serious_ about it this time...”

“Don’t worry about it. It’s over now.” Lee’s response was surprisingly reassuring.

But the reassurance didn’t seem to stick, because not long after Lee started staring at something across the road, looking worriedly tense. “Look at the one trapped over there,” he hissed, pointing out a guy trapped underneath a fallen telephone pole. Doug could see the monster weakly lashing out, trying to get free, and shivered. 

“Better him than us, right?” Doug mumbled. Lee had gotten all fixated on the poor thing, and it was starting to unnerve him. “I mean, it’s awful, but-“

“Oh, _shit-_ “ Lee’s voice unexpectedly got choked up as he cut him off. Startled, Doug glanced over to find him with his eyes shut, like he was trying to hold something back.

It was concerning, to say the least. “What? Do you know that guy?”

Lee’s expression went unreadable, but there was definitely something up. He took a deep breath before speaking again, this time in a much more controlled voice. “He… I just think he could be a drugstore employee.” 

Doug tilted his head slightly. There was only one reason why he’d be looking for the store’s former employees. “So you’re saying he might have the pharmacy keys?” He squinted across the street, trying to get a better look.

“Yeah, I’m saying he might have the pharmacy keys.” The way Lee said it made it almost seem like he was trying to convince himself of it too.

He still wasn’t quite sure what Lee saw in the guy, though. Even in the hours of watching by the window, he found it hard to focus on any one of the monsters—with their greying skin and rotting features, they honestly were all starting to look the same. 

“I don’t know. He could be anybody, you know?” He speculated, having thought long and hard about how the things might work and a little too eager to share it. “They start rotting and get all chewed up and-“

He didn’t notice the way Lee’s expression darkened until it was already too late. “God- Shut up, Doug,” Lee suddenly snapped, and Doug immediately began to feel guilty—who knew what sort of awful things had happened to Lee before he and his group had found their way into the pharmacy? Who knew if he’d had to see someone he cared about get hurt by one of those monsters? Doug, of all people, should have known better.

Just as he was starting to think he’d ruined the weird acquaintanceship between them before it had even existed, Lee spoke up again in a strained voice. “But look at the uniform, though. He could’ve worked at the drugstore and died with keys in his pocket.” 

Doug still wasn’t quite sold on the idea, but he didn’t want to anger Lee on accident again either. “I mean… It would take a _lot_ of effort to make it safe enough to go out there and see. If we could somehow prove he had them for sure, then it would be worth it.”

He held his breath as he watched for Lee’s reaction, but the momentary ire he’d had was long gone, replaced by an odd forlorn look. “... I’ll go see what I can find.”

It seemed for a second that they were going to fall into another semi-awkward silence, but Lee suddenly cleared his throat and said “Let’s head back in for now. I’ll take a look around the drugstore again.” 

“Okay, sure.” Doug took one last look around the desolate street before standing up (and _ow,_ his legs were really starting to get sore) to pull the door open once again. Thankfully, none of the things outside seemed to notice the obnoxiously loud creaking it made.

After all that time he’d spent outside, the pharmacy felt different in a way he couldn’t quite put his finger on. Lee looked for a second as if he was about to take off searching for whatever proof he needed, but he stopped to glance back at Doug momentarily. “I’ll check in with you later.”

“Good luck,” Doug leaned against the wall as he watched him leave before closing his eyes for a minute, feeling a sudden wave of exhaustion wash over him. Sitting outside and watching the undead stalk by was oddly tiring, but at this point he was barely surprised. The past couple days had felt like years.

He didn’t get much time to rest, though, because before long the clicking of shoes on the tiled floor had him opening his eyes just in time to see Carley walk in front of him.

Before he could say hello, she glanced at the window behind him and said “I saw that you two went outside,” and then, with a little less pointedness, “Was everything alright out there?”

“Huh? Oh, yeah, everything was fine. The gate was closed, so it wasn’t like we were in any danger,” Doug gestured loosely at the front door before hesitantly adding “I think I pissed Lee off, though.”

Something flickered in her expression—wariness, maybe?—and her eyes narrowed. “That… Seems out of character for you. How so?”

“I don’t know,” he admitted, shrugging helplessly. “I just feel like he’s seen a lot of bad things, maybe.” 

Carley sighed, and whatever had caused her to tense up earlier faded. “At this point, we’ve all been through some bad things.” She looked exhausted, but Doug probably didn’t look much worse for wear himself either. 

“Yeah, you could say that again,” he smiled weakly, and for a couple moments there was a pause in conversation until Doug awkwardly cleared his throat. “And, uh, I didn’t mention this earlier, but… When the other guys were in trouble outside, you did the right thing going out with Glenn to help them. No matter what Lilly and her dad said about it,” he glanced to the side, voice turning apologetic. “I’m sorry they got angry at you about it. You didn’t deserve that.” 

“Don’t worry about me. I can handle a bit of belligerence, you know,” Carley chuckled a bit, but her appreciation was clear in the way her expression softened. “But thanks, Doug.”

Something on the other side of the store caught her eye, and Doug followed her gaze to find Lee—with that little girl that had come in with him close behind—opening the door to the backroom of the pharmacy. Again, that odd tense look flashed across her face, but it vanished just as quickly as before.

“Anyway, Doug,” she turned back around, her voice inquiring. “After all of this is over—assuming we’re not gonna be staying in this pharmacy—where do you think you’ll go? I’m hoping this whole… _Outbreak_ gets resolved somehow, but…” She trailed off, frowning slightly. 

Doug realized he hadn’t really thought about that until now. So much had changed over the past few days that he had no idea what to expect anymore. After a long moment of thought, he finally shrugged and said “I’m not sure. I guess I’ll stick around for a while,” and then, with a sheepish, hesitant smile, “Plus, I think we make a good team.” 

Carley gingerly smiled back. “Yeah, I think we do.”

She glanced over at the pharmacy’s backroom again and took a reluctant step back. “Hold on, I’m gonna be right back,” She paused to add one last thing before she left. “You take care of yourself, okay?”

His smile didn’t fade. “I’ll try.”

With her departure, Doug was left to watch the window again. The minutes began to blur as the drugstore remained quiet (barring the occasional echo of footsteps) until a sudden screech of static had them all jumping. The source was coming from the walkie-talkie Lee’s kid was holding, and Lee himself quickly came over to check it out. 

After a moment of listening to Glenn (who’d left earlier to look for supplies) on the other side, he announced that Glenn had gotten into some sort of trouble out there, and that someone was going to have to go help him out. Larry was out of the question, and Lilly wouldn’t leave his side. The family that had come in with Lee were determined to look after their son, and obviously no one was going to send either of the kids out there—so that left Lee, Carley, and Doug himself.

Doug couldn’t help but feel a little relieved when Carley volunteered to go with Lee. It was no secret that he wasn’t exactly the fighting type, and in all honesty he didn’t think he could possibly stand up to the monsters lurking outside now that he’d seen time and time again what horrendous things they were capable of. It was for the best, really.

“Good luck out there,” he called out to them as they left. Neither of them said anything back, but they’d both given him a look of determination, one that eased his worries. They were tough and brave and they would be just fine.

If possible, things got even quieter after that.

In fact, it was so quiet that the combination of staring out of the window for hours on end and the permeating silence was enough to start bothering him. After a minute or two of contemplation, he finally decided to get up and talk to someone for once.

Which was easier said than done, since none of the remaining members of the group seemed to be up to chat. Doug tried going up to the family of three in the corner, which he soon confirmed were Kenny, Katjaa, and Duck (unusual name!), but he only got through a greeting and formal exchange of names before they made it clear all they wanted was to rest for a little while. He went past Lilly and her dad, and although Lilly herself seemed cordial enough, one glare from Larry had him quickly walking elsewhere. 

So the only person left in the drugstore was the little girl that seemed to follow Lee around like a shadow. If his memory served correctly, he was pretty sure he remembered Lee mentioning that they weren’t actually related while they were outside. Now, as she sat alone in the middle of the store, she looked even smaller than she had before.

“... Hi,” Doug practically whispered as he approached her, feeling self-conscious just standing nearby. “Uh, I don’t think I got your name.”

She was quiet for a long time, and for a moment he almost thought about giving up, until she shyly mumbled “... It’s Clementine.”

“Oh. Nice to meet you, Clementine,” he let himself smile a bit. “You holding up okay?”

Clementine nodded slightly, and Doug began to panic a little upon realizing he’d officially run out of conversation topic ideas. He had to think for an embarrassingly long time for something else to say. 

“Was the walkie-talkie yours? I saw you holding it earlier,” was the question he finally settled on, and he felt relieved when Clementine’s eyes lit up a little.

“Yeah! My parents gave it to me,” she chirped, the sudden enthusiasm a complete surprise given how quiet she’d been before. Lee hadn’t mentioned anything about the girl’s parents—but the fact that he wasn’t related to her and that they were nowhere to be found didn’t bode well for their fates. Doug knew better than to ask.

“Hey, that’s cool. I used to have a set or two when I was a kid,” Back then, he could have easily spent days messing around with something like that. It made him miss the simplicity of it all. “Nice that you held onto it.”

For a little while longer they chatted back and forth (apparently she had an entire _treehouse,_ something he definitely hadn’t had as a kid), until Clementine finally went quiet again and Doug headed back to his window. Despite how short of a break it had been, it at least made looking out into the same old street not as agonizing as it had been.

With nothing left to do but wait, Doug began to watch again.

* * *

Everything seemed to happen so much faster after that.

Lee, Carley, and Glenn returned to the drugstore unharmed but with harrowed expressions and haunted eyes. None of them talked about what had happened out there. Nobody else had the bravery to ask. He’d shot Carley a look of concern when she’d gone back to her spot by the counter, but she clearly hadn’t wanted to talk about it. 

He felt like they’d only just come back when Lee approached Doug again and asked to go outside once more. Then, surrounded by monsters and the narrow bars of the gate, he’d showed him a tattered photograph that—per Lee’s explanation—was of the store’s former employees. As luck would have it, the man on the far right of the photo perfectly matched (well, as much as it could at this point) the poor guy trapped under the telephone pole.

Things began to blur even more. A window was broken. Dialed-up static howled through the street as a distraction. The lock on the gate was smashed. The sound of footsteps echoed as Lee made his way over to the downed monster. A painful, painful amount of axe swings. And then, finally—the jingle of keys as Lee held up the prize they’d all been waiting for.

When the two of them stepped back into the pharmacy, Doug couldn’t quite believe that it was almost over. After hours of searching and waiting and watching, things were finally going right. Tentatively, he let himself start to relax. It looked like things were going to be okay.

And then the alarm went off.

The terrifying implications didn’t sink in right away, but when they did there was an awful moment where everyone just stared at each other in collective, horrified realization. The alarm would draw in the undead, who were no longer distracted by the rigged televisions outside, who would soon be attacking the store, and the gate-

The gate was no longer locked. 

It was only when Lee and Lilly burst through the back office’s doors with a shared shout of “We gotta _go!_ ” that time seemed to resume. Kenny, in that same take-charge way he’d had in that argument so long ago ( _god, had that really only been earlier that night?_ ), started shouting orders at the rest of the group. 

But Doug couldn’t get himself to move. Surely every single monster on the streets outside were on their way right now, but he found himself frozen. This could really be it—he’d seen so many people die the past few days, and the thought that some of them, _any_ of them, could be next was paralyzing. 

He kept trying to be brave, but he didn’t know if he could keep it up for much longer.

“-Doug, Carley, and Lee, you guys make sure our defenses stay up until then!” Came the shout from Kenny that finally broke Doug out of his trance. He glanced over at Carley, who was standing by his side, and she gave him a look of resolve that eased his worries the tiniest bit. 

The first bangs and scratches on the doors had them all jump. “Guys, that door’s not locked anymore,” Doug cried out all-too-late. There was nothing they could do now but try to slow the horde down.

“Aw, shit-” Kenny looked back and forth between the front doors and the office before setting his sights on Carley, Glenn, and Doug himself. “You three, get on it! I’ll get back as fast as I can!” If he wasn’t able to get the cars out of the alleyway, all of them were screwed. He watched as Kenny ran to the back of the store, Lee’s axe in hand. 

And then he slammed himself against the door, Carley and Glenn at his side. The ferocious, hungry growls only inches away brought a cold wave of dread washing over him. They wouldn’t be able to hold them for very long. 

To make matters worse, not ten seconds after they’d started trying to hold the doors shut, Katjaa suddenly called out for Glenn’s help from the back office. He glanced helplessly at Doug, then Carley, then Lee from where he stood with Clementine, before Lee got the message and rushed to take Glenn’s place. 

A particularly vicious slam on the door—one that nearly sent Doug flying—seemed to flip a switch in his brain somewhere, like it had suddenly sunk in that these moments could be the last of his life. Somehow, despite everything, he found enough clarity to look over and choke out a “Hey, Lee?”

Lee glanced up, eyes wide and frantic as he struggled to hold the doors shut. 

“If we don’t make it through this, you should know that-“ another violent snarl cut into his words. “I think you’re a great guy.”

(Later on, he would try to rationalize those words by thinking about everything Lee had done that night—from searching high and low for the pharmacy keys, to checking in with everyone in the store, to rescuing Glenn, to helping Larry when no one else wanted to. He had done a crazy amount of work that hardly anyone else had seemed to thank him for. And that—if they were _really_ all about to die in that moment—then at least he could have spent those last few moments saying something kind.)

For a moment, Lee’s expression was genuinely unreadable, before he said with revitalized conviction “We _will_ make it through this!”

Despite his attempt to keep them going, that same mind-rattling dread must have reached Carley, too, because she suddenly shouted “Doug, if we don’t make it through this, you should know-“

The doors opened, for all but a second. Lee immediately slammed them shut again, but the glimpse of the horde behind the suddenly _very_ flimsy-looking doors sent Doug into a panic.

“I-I should know what?” 

“What did you- Huh?” Called Carley from what now seemed like an oh-so-faraway six feet. 

“You said I should know-“ Doug was abruptly cut off by the shattering of glass and the snarls of the undead as a shelf that had previously been blocking one of the windows was shoved to the floor.

Everything blurred again. Carley ran to take care of the monsters now pouring into the store. The shattering of glass, again. Doug himself reluctantly left to try and keep the _other_ window closed as those things outside fought to tear down the walls. Clementine, per Lee’s request, looking for something to wedge the door handles shut with. Lee struggled to hold the doors shut all on his own.

Gunshots. There were so many gunshots. He heard the sound of scraping from behind him.

And then the cold, rotting, relentless hands took hold of his shoulders, and Doug lost his mind.

“Get off, _get off!_ ” He found himself screaming in a voice that didn’t sound like his anymore. “Lee, _help_ ! Get off me, get him off me! _Get him off me!”_

He couldn’t move. He couldn’t even see where Lee was. He didn’t know what was going on, or what was happening to anyone anymore, except that the monsters had him pinned, _and they wouldn’t let go, and that they needed to let go_ right now _or he was going to scream, or start crying, or die, or all three at once._

Lee was there, suddenly, and his warm and tough and _alive_ hands replaced the cold and horrible ones on his shoulders. With one strong tug, he pulled him free from the window, and Doug could breathe again. He looked up at him—into Lee’s big, sad, thoughtful eyes—and gasped “Oh, man, thank you- You sav-“

A horrifying scream echoed from across the drugstore, and that was when Doug realized that this hadn’t been a rescue. This had been a choice.

Across the store, Carley had been grabbed by the ankle with more monsters quickly circling behind. The only way they could have ganged up on her was while Lee had been pulling him off the window. In the last moment before they descended on her, the two of them locked eyes one last time. He could see in her face that she had realized exactly what was about to happen to her, and Doug had never felt more sick in his life.

When they reached her, they didn’t hesitate for a second. He watched as they sank their teeth into Carley’s throat as she begged for help, and them dragging her to the floor was the last he ever saw of her.

* * *

Hours later, he found himself mindlessly staring at a table.

When the rest of the group had finally made their way out of the pharmacy in one way or another, they had piled into Kenny’s truck and Glenn’s car. The drive had been short, silent, and bleak, until they ended up stopping at an abandoned motel on the edge of town. He hadn’t known it at the time, but apparently this was where Glenn’s rescue had taken place, which was vaguely comforting in the sense that there had at least been a little purpose behind it.

But when Doug stumbled out of that car, he couldn’t have cared less about where they were. He ignored the concerned looks from the rest of the group, and refused to imagine the shift in their expressions when they realized that the head count was off, that someone had never gotten out of the cars.

He didn’t want to believe it either. For the short time he had known Carley, she’d always seemed so tough, so determined, so brave—everything that Doug wasn’t. They’d trusted each other. They’d had each other’s backs. And in that short time, he’d found himself liking her more and more.

Maybe if he hadn’t been so stupid, if he hadn’t gotten grabbed and freaked out like that, if he hadn’t needed Lee’s help, she would still be here right now.

Doug stood in the corner of the motel’s parking lot, the conversations from the other survivors a dull buzzing in his ears. He was staring at a broken computer that he had no memory of finding. There was a screwdriver in his hand, but his mind was in such a haze that he wasn’t doing anything besides idly picking at screws and keys. It served one purpose, at least—giving him something to do. If he just stood here and did nothing but think right now, he genuinely thought he’d go insane.

He didn’t know how long he stayed like that, but when the sound of approaching footsteps finally broke him out of the fog he’d been in, he had a feeling it had been a long time. Out of the corner of his eye he saw Lee standing to his right, and for a moment he just watched Doug stare down at the table.

“How are you doing, Doug?” Came the eventual quiet, worried question. At first, Doug couldn’t get himself to talk, and Lee’s voice softened as he tried again. “Doug?”

“... We couldn’t save her, could we?” Doug finally croaked out. Maybe one of the most painful things about it all was that they— _He—_ hadn’t even tried to help Carley. As soon as those monsters had gotten to her, he’d ran for his sorry life, and the guilt was making him sick.

Lee’s words were almost painfully comforting. “I don’t know. It happened pretty fast.”

Doug hesitated. If he didn’t admit to what he was feeling right now, he’s scared he’ll lose it altogether, but the words that he should have said so long ago are so hard to say. The deciding thought is that if he can’t trust Lee right now, then at this point he can’t trust anyone.

“I… I know it’s stupid, that we just met,” he confides in a slow, wobbly voice. “It’s dumb, but- Um, it’s… I-It’s probably just that survivor thing, but I really liked her.” 

He can’t bring himself to look up. It feels like a disservice to Lee to think he’d laugh outright, but Doug feels like such a fool saying it now, when it doesn’t even matter anymore, that for a moment he can’t imagine anything else.

So it’s a surprise when Lee responds with a warm and genuine “You know, she liked you too.” Maybe he’s just saying it to make him feel better, but it works, and that’s honestly all he could have ever wanted. 

“Thanks, Lee,” A tiny smile flickers across Doug’s face, but it doesn’t stay long. Everything still feels all too raw. “Anyway, I… I’d rather be alone, I think.”

“I understand,” Lee takes a step back like he’s going to leave, and suddenly Doug hastily turned to look Lee in the eye.

“Wait, Lee?” He needed to know one more thing, or he’d be tearing himself up about it forever.

Lee doesn’t know him, really, and if he’s being honest the opposite isn’t true either. It’s depressing to admit, but no matter how hard he tried he couldn’t imagine what had gone through Lee’s head to make him choose him over Carley. It didn’t make sense, and he hated it when things didn’t make sense. 

“What is it, buddy?” Lee stops and looks back, and he can’t help but notice how tired he looks, like he’s aged ten years in the span of a day. He probably feels just as awful as Doug does, and despite that he’s still trying to cheer him up. He’s not sure what he did to deserve that level of caring, but he clings to it like an anchor regardless. 

Doug forced himself to voice the question that had been haunting him for what felt like hours. “... How did you choose? I mean, we both needed you, and… You picked me.”

Lee went quiet for a moment, his eyes glossing over a little, until he finally said “I thought you needed help.”

“Oh,” It’s a little less earth-shattering than he expected, somehow. “I guess that makes sense.” _But so did Carley._

As if he read his mind, Lee quickly added “But it wasn’t a choice like that. It was- It was just something I did,” and then, in a voice that suddenly felt so much more vulnerable, “I don’t really know why.”

And for a moment, it almost felt like enough. For a moment, Doug thought it might be enough to find peace. But it’s not, and deep, deep down, he knows he’s not the person who should still be standing here today.

“I just wish you would’ve picked her.”

Lee just looked at him sadly, and somehow it made it hurt even more. 

He continued to stare into the dark, cracked screen on the table, until the lights of the town went out one by one. 

**Notes for the Chapter:**

> sidenote: carley im so goddamn sorry you deserve better


	2. Chapter 2

**Notes for the Chapter:**

> this one ended up being a little shorter than the first one (mostly bc canon dialogue is the biggest word count booster I've ever seen) and a lil chiller too BUT I'm still glad to get this chapter out relatively quickly!!

“-I’m _tellin’_ you Lee, this thing was gigantic. Must have been four feet at _least,_ and that’s huge for an octopus. Those things are smart as hell too, and it took me- Are you even listening?”

The late summer sunlight flashed between the trees as the sound of Kenny’s voice seemed to echo on the eerily desolate trail. With a half-full backpack of scavenged supplies resting on his shoulders and the motel in sight, the only trial Lee had left to face was to put up with Kenny's fishing stories.

That was the thing about Kenny—upon first glance he never would have pegged him for the nostalgic, sentimental type, but he had quickly and regrettably been proven wrong. 

“No, no, I’m listening. Octopus fished up by mistake, I got it,” Lee assured, pretending that he hadn’t just been trying to hear past Kenny’s story to listen for the low growls of lurking Walkers (nobody seemed to remember who had come up with that particular nickname, but he supposed they… _Did_ walk) that might have been trying to get the jump on them from the shadows of the town.

Kenny let out a long sigh. “Well, whatever. The moment’s lost anyway.” 

They continued walking for a moment, the tapping of their footsteps barely putting a dent in the fog of silence that had seemed to cover the town. Macon had never been quiet a day he’d lived there, and it made him sad to see how far gone it was after only a month.

“I bet you wish you were on that boat right now,” Lee said with a tinge of somberness to his voice. He adjusted his grip on the fire axe in his hands, which was becoming more and more battered by the day—but with weapons being far and few between, he didn’t have many other options.

“Believe me, I’d give anything,” Kenny lamented. “I get that the motor inn is the best we’ve got, but… Jesus, it’s just in the thick of everything. I drive myself crazy every time I leave thinkin’ about what could go wrong while I’m gone.” He shook his head as if to punctuate his point.

“Yeah, I get it,” Lee couldn’t help but agree a little. “Not like we’ve got much of a choice in the matter, though.” 

Kenny grumbled quietly under his breath. “I know, I know. I’m just sayin’, that’s all. Surely you can understand where I’m coming from here.”

The two of them made their way around a broken-down car, it’s front crumpled around a tree. _Not too far now. Just a couple more minutes and we’ll be back._

“How’s your family been doing? You know, considering,” Lee found himself asking as he risked a glance over his shoulder at the path behind. It was a bit of a self-evident question—in a place as boxed-in and cramped as the motor inn, secrets weren’t easy to keep, and feelings even less so, but he knew Kenny would appreciate the concern. 

He watched as Kenny’s gruff expression softened slightly. “We’re alright, Lee,” he said slowly, stepping over a fallen branch in the road. “It’s not easy, but we’re making it. What about you and Clem?”

It wasn’t an easy question to answer. Clementine seemed to be taking the whole “the-dead-are-walking” thing surprisingly well, but she was so reserved half the time that he felt like he could hardly know for sure. And as for Lee himself… Well, sometimes it was all he could do to just keep his head up and not dwell on the contrition of it all. In the end, he decided to keep it hopeful. “She’s a tough kid, you know. Between the two of us, we’ve been holding up alright.”

“Good to hear,” Kenny responded before going quiet as the motor inn came into view where the trees met the pavement. The burnt-out yellow sign shone all-too-cheerily in the midday sun as the two of them made their way to the makeshift gate.

The motel—like everything else that had bested the Walkers so far—had certainly changed since their group had first settled down in it. The most noticeable difference was without a doubt the narrow wall that now bordered the parking lot, constructed mostly from wooden boards and just about any material they could spare. Rising high above the walls was a massive, broken-down RV that had been dragged in about a week prior and now served as the primary lookout spot. The more subtle change came from the inhabitants themselves as rules and routines were slowly but surely set up. The place was ragged and rough, and Lee could hardly see himself calling it a home—but he certainly wouldn’t feel safer anywhere else.

Lilly, from her vantage point up on the RV, was the one to spot them first. She hurried down to greet them as Lee shoved the gate (two dumpsters pushed together as a sort of barricade) open. As soon as the rest of the group heard the telltale creaking of the gate, they began to curiously gather around. 

“How did it go?” Lilly questioned, eyeing the backpack Lee was quick to sling off his shoulder. “Did you run into any trouble out there?”

“It went fine. Nothing to worry about,” For a moment, Lee thought about the handful of Walkers they’d seen out on the streets, and the ones that he’d had to dispatch on the way there. It was almost frightening what had become normal to him these days. 

He watched as the others relaxed at his reassurance, and the flurry of reactions started to pour in—a warm, relieved greeting from Katjaa, a grumble that sounded suspiciously like _then what took you so long_ from Larry, and-

Lee frowned a little, realizing someone was missing from the lineup. Doug, normally impossible to miss in that heavy burnt-orange jacket of his, was nowhere to be found. 

He didn’t have the chance to voice his concerns before the pitter-patter of little feet and the excited cry of “You’re back!” had him turning to face Clementine, who skidded to a stop a mere foot from where he stood. 

“Hey, Clem,” Lee felt a smile flicker across his face as he reached down to pat her on the head. “How you doing?”

“I’ve been drawing while you were gone!” She said eagerly, pointing back at the inner corner of the motel where stacks of printer paper were strewn about the pavement. “Do you wanna see?”

“Of course, I…” He hesitated, the weight of the axe in his hands and the backpack on his arm suddenly making itself apparent again as he glanced over at Lilly, who still stood between him and Kenny. 

But it must have been a good day, because after a moment Lilly cracked a smile and said “You can go. We can talk about this in a minute,” before taking the backpack from him and turning back to talk to Kenny. 

Taking it as his signal to go, Lee followed Clementine across the parking lot—pausing once to leave his bloodstained axe in one of the boxes scattered around the motel, seeing no reason to continue holding onto it—and eventually came to a stop at the corner near the second-floor stairs. He crouched down to meet her height as Clementine started to pick up the papers, forming a loose stack.

“I tried drawing the motel first, but that was too hard,” She described the first drawing (a _very_ abstract collection of rough crayon rectangles) with an almost comically dismissive air, like she was only talking about this one out of formality. “So I did the forest instead!” Clementine spoke with a tinge of pride as she pulled out the next drawing, which was decidedly more recognizable. 

Regardless of quality, it brought a grin to Lee’s face. “It looks great, honey.”

She continued going through the rest of her drawings (he suspected they were an accumulation of a few day's work, but it was an impressive collection nevertheless) until she’d hit the last one. “This was what I was working on when you came back. It’s my old goldfish, Peanut!”

As he studied the cheerful-looking orange fish on Clementine’s paper, Lee couldn’t help but notice the one sheet that still sat on the pavement—or, to be precise, the immaculately-drawn patterns and prisms sketched out on it. It was clear that, with as much respect to her as possible, they… Definitely weren’t hers.

“Hey, I really like it,” Lee said with as much genuity as he could before shifting his weight to awkwardly gesture at the drawing on the floor. “But, uh… Who did that?”

Clementine just stared at him for a moment until she saw where Lee was pointing to. “Oh! Doug did that,” She explained, as if it had been obvious from the start. 

“... Doug?” Lee repeated. He scanned the parking lot confusedly, and it was only then that he finally spotted the man in question. Doug was perched up on the second floor of the motel, near where the deck had broken and the railing was cracked. As luck would have it, he must have looked up too (or perhaps he’d already been looking?) because he gave the two of them a friendly wave, an easy smile on his face.

The past month hadn’t exactly been an easy one for Doug. It had been abundantly clear from that first night that Carley’s death had hit him hard, and it didn’t seem like he’d ever been able to shake the guilt he’d felt afterward either. The violence that seemed to become more and more frequent wasn’t helping things—he was all-too-glaringly one of the last people in the group (barring the kids, of course) that still wouldn’t pick up a weapon. He was always so reserved and quiet, and despite remaining amicable with just about everyone, from what Lee had seen he still hadn’t really managed to connect fully with the rest of the group.

He’d never had that problem with Lee, though. Maybe it was because of the whole drugstore incident, but it was no secret that Doug was closer to him than anyone else in the motor inn by far. And he wasn’t complaining, either—it was nice to have a friend who wasn’t prone to starting heated arguments the second they were disagreed with. 

Lee belatedly remembered to wave back at him, tuning back in just as Clementine said with cheer “Yeah! Duck didn’t want to draw today, so Doug came over and drew with me for a while instead.” 

He stared up at the deck for another moment before finally tearing his gaze back to Clementine. “Well, that was nice of him. I, uh, didn’t know Doug liked to draw.” 

For a little while longer he checked in with her—about how she was doing, if she needed anything (did he ask that question too much?)—until eventually he began to feel uneasy about how long he’d put off talking to Lilly. “Hey, Clem, I’m gonna be right back, okay?” Lee stood up slowly. “I’ve still gotta talk to Lilly about what Kenny and I brought back today.”

Sometimes, he didn’t feel like he appreciated how understanding she could be, as Clementine just smiled a little and said “Okay. Thanks for looking at my drawings.” 

“No problem,” Lee gave her one last look of sincerity before heading over to where Lilly stood by the RV. He could only hope that what they’d brought back would be enough. 

* * *

One thing that remained constant about the chaotic world they now lived in was that the work never truly seemed to end. Lee was going on supply runs more days than not at this point, and it felt like he’d finish helping someone only to turn around and be thrust into another task. Even now, he found himself working on a corner of the barricade that was “too fragile”—the whole damn _thing_ was fragile—around the back of the motel, or the closest thing to secluded that you could get in this place. Lee didn’t mind work, but _god_ was he starting to feel tired. 

The sun was close to setting, casting long shadows across the parking lot and cooling the air after a long day. He could have almost called it peaceful, given the circumstances—until the sound of uneven footsteps from behind had him jumping to attention.

Doug, who had been struggling to carry a handful of clunky wooden boards, froze as soon as he turned around. “Hi, Lee,” He said disarmingly as he once again tried to balance the weight he held. “Lilly wanted me to help out over here, so…”

“Here, let me help you with those,” Lee stood briefly to take a couple of planks from him, an action that Doug looked intensely grateful for. After a moment of awkwardly setting the boards into a pile, they sat down together on the edge of the pavement.

“Thanks,” Doug was quick to thank him as he looked over at the wall. “How’s it going over here?”

Lee shrugged a little. “It’s going as well as it can. We don’t have a lot of resources to spare,” and then, with a slightly softer tone, added “But this should help.”

He paused to pick up one of the boards and carefully flipped it over in his hands. “You think this wall could really keep out Walkers?”

A thoughtful look flickered over Doug’s face. “I mean… They’re pretty relentless,” his voice had a tinge of worry in it that Lee was quick to catch. “If they were really after us, I don’t think a bunch of boards nailed together would be able to stop them.” 

“Let’s hope that doesn’t happen, then,” Lee didn’t want to entertain the idea of an attack anywhere _close_ to the drugstore incident, and it was clear Doug didn’t either.

“It’d be cool to have some barbed wire on it or something,” Doug mumbled, reaching for the hammer that Lee had left on the ground. “I don’t know about you, but it’d make _me_ feel a little safer. And it would look kinda tough, you know?” He waved the hammer in a mock-intimidating way that had Lee stifling a laugh.

“Yeah,” Lee couldn’t keep the chuckle out of his voice. “I guess we’ll just have to make do with what we have.”

For a little while they worked in silence, adding boards to the barricade and taking care not to hurt their fingers, as Doug occasionally interjected to comment on what type of metal he thought each of the nails were made from (Most of them were plain steel, but he claimed there were a couple iron ones in the mix too). As time went on, Lee began to notice just how… _Open_ his friend seemed to be. It wasn’t that he was necessarily closed-off all the time—far from it, really—but there was a sort of lightness to him that he couldn’t really describe. He supposed Doug was just happy, or as happy as he could be given the circumstances. Either way, it was a sight for sore eyes. 

Eventually, Lee set down the last of the wooden planks to look over at Doug. He cleared his throat a little to catch his attention before quietly mentioning “I heard from Clem that you hung out with her today.”

Doug stared at him for a long moment with an uneasy look, like he was trying to read his expression. “Did you... Not want me to?”

“What? No,” Lee said quickly. “I just thought it was nice that you cared.” While nobody in the group was exactly _mean_ to Clementine, it still meant a lot to him that Doug was willing to go the extra mile. 

“Oh, okay,” Doug fiddled with the collar of his jacket as he hesitantly added “I guess I thought… She must get kinda lonely sometimes, you know? You do a lot of the work around here, and… I don’t know, she might appreciate the company while you were gone. You’re really all she has.” 

Lee watched Doug’s face soften as he spoke to him, those sharp eyebrows easing up a little, before he suddenly froze. Hastily, he spluttered out a “I mean- It’s okay that you’re busy, I think it’s cool that you help out so much around here, I didn’t- Sorry,” he finished on an awkward note, glancing down at his feet in embarrassment. 

He’d never really thought about it before, but almost everyone in the group had _someone_ with them, family or otherwise—Lilly had Larry, Kenny had Katjaa and Duck, and Lee himself had Clementine (at this point, she was the closest thing to family he had left)—but Doug was alone. It made him wonder how much of his reserved nature was just Doug being Doug, or if that lonesomeness had never really been up to him at all.

Regardless, Lee was quick to reassure him. “It’s fine, Doug. I get what you mean,” he said gently, before adding “And thanks, by the way. It means a lot to me.” 

Doug let out a sigh of relief, a little crooked smile flickering across his face. For a moment too long he just looked at him quietly, until he finally picked up the hammer again. “No problem, Lee. Let’s finish this up, okay?” 

“Alright, alright,” Lee almost turned back to the wall, but paused as he remembered one last detail he’d been curious about. “And, uh, one more thing- Earlier, when Kenny and I got back, what _were_ you doing up on the second floor like that?”

“Oh, the deck?” Doug replied, sounding considerably more relaxed than he’d been moments prior. “I wanted to see if I could do anything about the broken part. It’s a real safety hazard, you know.” He said it so matter-of-factly, like it really was just that simple. 

Lee would have chuckled if not for the chilling memory of _how_ , exactly, that deck had been broken. Instead, he cleared his throat and asked “Did you have any luck with that?”

“It’s a work in progress,” He shrugged slightly, and that was the end of that. 

It didn’t take much longer to finish up, and once they finally had they both took the opportunity to stand up and stretch. For a moment they just stared down at their handiwork—which admittedly didn’t look like much at all—before Doug glanced over to say “Yeah, I think we could handle an invasion or two.”

At this point, it might as well have been the funniest thing he’d heard all day. Lee couldn’t stop himself from barking a laugh as he patted Doug on the shoulder. “You’re a funny guy, Doug, you know that? Between this and the deck, I bet you’ll have this place looking it’s best in no time.” 

He wasn’t quite sure what he expected to see when he looked back over, but it _certainly_ wasn’t Doug staring at him with wide eyes and an unmistakable, embarrassed blush on his face that he was clearly trying to hide. Lee nearly took his hand back, worried he’d overstepped a boundary that he hadn’t known existed, but eventually Doug managed a “... I- I mean, I’m not _that_ good at it, Lee,” coupled with an awkward chuckle that slowly eased his worries.

“Aw, don’t sell yourself short,” Lee told him as the two of them walked back to the center of the parking lot. “I’d say between the two of us, we did a pretty good job.” 

Doug pulled at his jacket sleeve, like he was trying to look busy. “Whatever you say, Lee,” he said softly as he glanced up at the rapidly darkening sky. “I think I’m gonna turn in early tonight, so, uh… I’ll see you in the morning, okay?”

“Take it easy, buddy,” Lee replied as Doug looked back once to shoot him a jittery wave before heading to the second floor of the motel. Lee watched him go, and let himself take a deep breath as the exhaustion he’d been pushing back began to seep in again.

He would be fine, hopefully, and so would everyone else. They just had to keep their heads up. 

**Notes for the Chapter:**

> fellas is it gay to kiss the homies goodnight?


	3. Chapter 3

**Notes for the Chapter:**

> alt description: doug pines for 9000 fucking words

Doug was the furthest thing from fine.

It was almost funny to admit, as the motel itself was objectively at the best it had ever been. Just as supplies had been starting to dwindle, they’d tried their luck in the abandoned air force base to the south and essentially hit the jackpot—not only had the group gained a new member (a cool, laid-back guy named Mark), but to top it all off they now had supplies to last them for a month, if not more. 

The problem he had didn’t have anything to do with stuff like that, but he almost wished it did. It had taken weeks and weeks for him to finally garner the courage to admit it, but the problem was Lee—or, if he was being honest, it was with Doug himself.

As he looked back now, the signs had been painfully obvious from the start. Those first few days after the drugstore had been hard, and even back then Lee had been the one who’d sat with him, who’d listened to him, the one who’d put up with Doug’s commiserable grief. And then after that, when things around the motor inn had fallen into a routine and he often had nothing else to do but think to himself, he found his thoughts drifting back to Lee time and time again. 

There was just something about him that he couldn’t explain. Maybe it was how hardworking Lee was, or how caring, or how he‘d literally saved his life, or even that barking laugh of his that was so rare to hear, but as the days went on Doug became more and more enamored with the guy who was now his closest friend. He trusted him, and it was comforting to know that Lee trusted him back. And then, one night, as he stared up at the dark ceiling of his motel room and thought about the feeling of Lee’s hands on his shoulders (the only memory from the drugstore incident he could still stomach), it hit him that this wasn’t normal, that this clearly wasn’t just admiration anymore. This was something else entirely, and he knew exactly what. 

Somehow, that realization was scarier than any Walker out there. 

Doug wasn’t stupid. Despite his obvious social shortcomings, he’d known he was into guys too for years—but that certainly didn’t mean he was  _ confident _ about it. And he knew beyond a doubt that, just like Carley, Lee was way too good for him. The more he thought about it all, the more it tore him up.

So at first, Doug had tried to ignore it. He’d buried himself in repair work, the only recurring task around the motel that he was any good at, but it was obvious by the feeling he got whenever Lee even  _ spoke _ to him that this wasn’t going away that easily. All the time he spent thinking only made it worse—Was this right? Was this even the time for stupid crushes? Did he even have a chance? (probably not) Did Lee even  _ like  _ guys? ( _ probably not! _ )

(A few times, after those especially long and tiring days, he tantalized himself with the answers to those questions. He tried to imagine what it would be like to hold Lee’s hand, to look deep into those sad thoughtful tired eyes as long as he wanted, to smile at him and  _ know _ he’d smile back. Thinking like that only ever made him feel worse in the end, and the guilt from it never seemed to leave.)

And he might have stayed like that if it hadn’t been for yesterday, when Lee, Lilly, and Mark had come back from what was supposed to be a routine trip to the pharmacy to get more medication. He’d known something was wrong the second they shoved open the gates, movements hurried and voices frantic. That fear was confirmed when Lee had stumbled into the parking lot, clutching his sliced-up, bleeding arm.

He’d gotten the full story later. Apparently, the three of them had run into a group of Walkers on the way back, and during the scuffle Lee had gotten jumped by one of them. He’d just barely managed to avoid getting bit, but in the process he’d been knocked over and—as luck would have it—fallen directly into a pile of shattered glass in the road.

Lee had told him it wasn’t as bad as it looked. The cuts weren’t deep, and there weren’t that many of them, but Doug still couldn’t quite forget the panic he’d felt when he’d first staggered back into the motel.

Sometimes it was hard for him to come to terms with just how dangerous the world was now. Ever since they’d settled down in the motel Doug could count the number of times he’d gone outside of it’s walls on one hand, and it wasn’t like they’d ever had a serious injury or (god forbid) a Walker bite happen yet. But watching as Katjaa pulled glass out of Lee’s arm… It felt like a switch had been flipped. He could have not come home at all.

So Doug decided that somehow, he would find the courage to tell him. Even if it ended badly, even if it ruined their friendship, he wanted Lee to know how he really felt. Whatever happened after that, Doug would learn to deal with it. After everything Lee had done for him, he at least deserved the truth.

But he wasn’t quite ready yet.

“Uh, Doug? It’s your turn, dude.”

Doug was jolted out of his thoughts by Mark’s voice, and his vision suddenly sharpened to focus on the checkerboard he’d been staring at for who knows how long. Mark snapped his fingers to get his attention. “You still in there?”

“... Y-Yeah, sorry,” Doug shook his head slightly, trying to remember the last move he’d made. The checkerboard was a prize they’d found in the motel’s office at some point, and just like everything else they had it was old and battered. It didn’t help that half of the checkers were missing and had to be replaced by rocks. In the end, Doug decided to just shove one of his pieces forward and hope it wasn’t a mistake of a move. “I’m just thinking, that’s all.”

Mark shrugged, unbothered. He eyed the board carefully, but judging by his past few moves it was clear he wasn’t exactly focused on the game either. “Man, this makes me feel old. Who even plays checkers anymore?”

“Bored apocalypse survivors?” Doug suggested as he watched Mark make yet another absentminded move. 

“It’s not like there’s much else to do in our free time,” Mark sighed before adding almost to himself “Whatever. It’s still better than being locked in a storage closet.”

They fell quiet for a little while. No matter how hard he tried to focus on the game, Doug couldn’t keep his thoughts from racing back to his own personal dilemma.  _ Oh, man, how am I even gonna begin to confess? I’ve never asked a guy out before, I could mess this up in  _ so _ many ways, and… Lee’s so ridiculously out of my league in the first place. What if- _

“So, if there weren’t Walkers prowling the earth, what would you rather be doing right now?” Mark suddenly asked, causing Doug to once again jump in surprise. “Like, if you could do anything?”

“Uh,” he stuttered for a moment, trying to piece together Mark’s question enough to give a coherent answer. “I guess I’d want to be at home, maybe,” a pang of longing hit him as he spoke, his voice going all wistful. “I’d like to be working on my computer and spending the night inside. Also, I’d give anything to order a pizza. Man, I miss pizza.”

“You know what? I feel that,” Mark said, nodding in approval. “I’d want to travel. Take a road trip across the country and be in a different city every day. Something like that.” 

Doug thought about that as he watched Mark relax a little, eyes fogging over like he was imagining cruising down a highway already. “Where would you want to go first?”

Mark’s expression flickered, if just for a moment. “California for sure. I grew up there.”

“Hey, that's cool. That’s... A long way from Georgia,” Doug said thoughtfully, as if he himself hadn’t moved to Macon from Ohio a scant five months ago. “Do you have family there? Friends?”

“Yeah, you could say that,” Mark sounded almost dejected now, and Doug really hoped he hadn’t reminded him of someone he was missing. It was hard enough to know for sure that your friends and family hadn't made it, but it was probably even worse to have them live on the other side of the country and have  _ no idea _ if they were still alive. 

For a moment they were quiet, awkward even, until Mark sighed once again—seemingly having gotten past whatever had been bothering him—as he reached down to move another one of his checkers, a light scowl on his face. “You’re beating me?  _ Again? _ ” He grumbled, throwing his hands up. “This is rigged.”

Doug stared at him, and he couldn’t help but feel a little relieved that the moment of tension had passed. “... It’s checkers, Mark.”

And he probably would have won, too, if Mark hadn’t been called over for his shift on watch duty in the middle of their game, leaving Doug to sit awkwardly on the couch in the parking lot. Normally he would have been completely fine being on his own, but if he was being honest he didn’t want to be alone with his tumultuous thoughts right now. If he ever needed someone to talk to, Lee had always been his top choice (hey, there was a  _ reason _ he was head-over-heels for the guy), but he was resting right now and the last thing Doug wanted to do was bother him. 

So that left Katjaa, obviously.

Their friendship made a lot of sense, when he thought about it. They were the only two adults who didn’t leave the motel often (barring Larry, but let’s face it: Nobody except Lilly liked talking to him if they didn’t have to), so they had had a lot of time to get to know each other. They shared a distaste for violence, and preferred not to get caught up in the frequent arguments that broke out (although he had to admit she was quick to jump in if her family was in the thick of it, while Doug tended to freeze up the second he heard shouting). Either way, he thought of her as a friend, and a figure of reason that the group oh-so-sorely needed.

“Hi,” Doug greeted as he walked up to Katjaa, who had been sitting in one of the lawn chairs scattered around the parking lot. “... You mind if I sit with you for a minute?”

“Oh- Hello, Doug,” Katjaa looked startled for a moment, but relaxed upon recognizing him. “Of course you can.” 

He took a seat quietly. He had a pretty good view of the motel from here, and from his vantage point he can spot almost everyone—Mark on top of the RV, Duck and Clementine chasing down some weird bug fluttering across the pavement, Larry standing off to the side and looking just as sulky as ever. In times like these, it was probably as close to peaceful as it could get anymore.

There was a long, long pause between them before Doug finally cleared his throat and asked “So, uh, how’s it going?”

Katjaa didn’t respond immediately, her expression vaguely distant. “I suppose I can’t complain,” she said, glancing at Duck from across the parking lot as he nearly tripped over a wooden board trying to catch some flying insect. “What about you?”

Doug briefly thought about how, earlier that morning, Lee had patted him on the shoulder as he told him he’d done a good job on watch and how it had taken him a solid ten seconds to formulate a response that _ wasn’t  _ uncontrollable blushing. “I guess I’m doing okay.”

She sighed softly. “That’s good to hear. We’ve all been going through tough times.” 

There was this odd tension about her that Doug could just barely pick up on. It could honestly have been about anything, but he threw out a guess anyway. “... And how’s your family?”

Her expression shifted into a grimace, and he knew he’d hit the target. “Kenny’s been getting into a lot of… Arguments lately,” her voice had a note of irritance that was unusual to hear. “Mostly with Lilly and her father. I keep trying to tell him it’s not helping, but he never seems to listen.” 

“Oh,” Was all Doug could say before hurrying to add an “I’m sorry.” He would’ve had to have been blind not to notice the tensions that still remained in the motor inn, but this was the first time he’d heard someone mention it outright. Now that he thought about it, it felt like ever since the air force base more and more arguments had broken out—over policies, potential threats, supplies, what to  _ use  _ said supplies for… The list went on and on. Doug tried to stay out of it as much as he could, but there was only so much he could do that wasn’t burying his head in the sand.

“There’s no need to apologize,” Katjaa said gently. “Kenny’s just stubborn, that’s all.”

Another long pause. A flicker of curiosity came over him, and before he could stop himself Doug suddenly asked “How did you two meet, anyway? You just- I don’t know, seem pretty different,” It took him a moment to realize just how badly that came off. “I mean, that’s not a  _ bad  _ thing, obviously…” 

Thankfully, Katjaa just let out a quiet laugh. “No, I understand. It’s a funny story, actually,” a fleeting smile crossed her face as she leaned back a little in her chair. “You know I used to be a veterinarian, right?”

Doug would have had to have been living under a rock not to know. Katjaa was basically the only person in the group with any medical expertise (even if it wasn’t exactly human). He nodded slowly, waiting for her to continue.

“Well, one day I was working at the office and he just… Rushed in carrying this bucket, and-“ Katjaa stifled a chuckle. “He had an  _ injured octopus  _ with him. He said he’d fished it up by mistake and didn’t know what to do, so he brought it here. The look on his face when he came in…” She trailed off, expression clouded as if she was reliving the memory.

“That’s sweet,” Doug couldn’t help but smile a little. He liked it when the others talked about the past—it helped remind him that things weren’t all doom and gloom now, that despite everything that had happened people were still people. 

“We started talking after that. I mean, he’d certainly made quite the impression,” She smiled at him like she was letting him in on some big secret. “And he’ll say otherwise, but I was the one that made the first move. You would have been surprised by what he was like back then.” 

Before he could stop himself, Doug impulsively blurted out a “... How’d you know it was the right time?” that he immediately wanted to kick himself for. Katjaa was smart, and surely she’d notice how pointed the question was— _ far _ too pointed to be casual, and far too searching—and realize something was up. Surely she’d see right through him. 

And for a moment, it looked like she did. Katjaa stared at Doug with a look he couldn’t read for the life of him—Curiosity? Confusion? Suspicion?—but it eventually gave way to a far more relaxed expression. 

“I don’t know,” Katjaa shifted her eyes off of him to gaze over the treeline instead, her voice almost thoughtful. “I suppose sometimes you just have to take the risk.” 

They fell quiet again. She didn’t look back over, but Doug could hear how her tone softened when she added “And I’m glad I did.” 

Doug just nodded, not trusting his voice to respond properly yet and trying to let the tension out of his body in the least noticeable way possible. He knew he could never be sure, but he liked to think she would be okay with him if he ever told her. It was a comforting thought, at least. 

For a long time, he let himself relax and look out at the parking lot. He didn’t know how long they sat in silence, but it was jarring regardless when he finally spoke up again with a much less weighted “... So, what happened to the octopus?”

Katjaa chuckled at that, and after a moment Doug did too. “It wasn’t  _ that _ badly hurt, you know. Kenny ended up releasing it back to the ocean,” she sighed a little, despite her words being undoubtedly endearing towards her husband. “That man will make a mountain out of a molehill, I swear.”

“Well, I guess it’s a good thing he has you, then,” Doug said softly, and Katjaa gave him a grateful look in return. They went quiet again, and this time he knew the conversation had come to an end.

The rest of the day passed slowly after that.

After dragging hours of doing nothing at all, for the most part, the sun finally, finally went down and Doug found himself sitting in his motel room—tired, but not tired enough to rest, and not eager to try. It was god knows how late, but that wasn’t something that bothered him anymore.

Doug didn’t sleep much nowadays. He wasn’t prone to nightmares, thankfully, but he was kept up by his own thoughts so often that it basically had the same effect. The more he lied there and thought, the more horrid and terrifying those thoughts became, until eventually every shadowy corner of his room became one from the drugstore and every creak became the growling of a Walker standing behind him, poised to tear his guts out. 

He told himself that losing a little sleep wasn’t a big deal, that he was used to staying up late anyway, but recently it was getting harder to believe.

The silver lining of staying up far too late was that there was no shortage of things to work on when it got dark. Doug’s room was  _ cluttered  _ with odd junk he’d picked up from one place or another, and his go-to activity whenever he got bored (which was surprisingly often given that he was living in an apocalypse) was to tinker with it—his latest prize being a wall clock snagged off the floor of the pharmacy on some past supply run. Of course, there wasn’t much he could do besides take it apart and put it back together, but it served as a good distraction regardless.

It was fun, too. It made him a little sad how rare a feeling that was now.

He wasn’t sure how long he sat there on the bed, staring at the plastic device that seemed like a novelty now that nobody cared whether it was one or two o’clock, but he decided enough was enough when the numbers started to make his vision blur. As Doug got up to gently place the clock down on the dresser (lined up perfectly next to the remote, the smoke detector, and the tangle of electrical cables that shared the same space), he caught a glimpse of himself in the mirror that sat quietly in the corner.

Doug couldn’t remember the last time he’d looked in it, and for good reason. He liked to think he wasn’t _that_ insecure of a guy (at least physically), but he couldn’t help but flinch a little at just how harsh his reflection looked. He probably wouldn’t have called himself good-looking even before, but it was clear the past month or two hadn’t been kind to him—the dark bags under his eyes and the exhaustion that seemed permanently embedded in his expression were a testament to that. He wondered if anyone at the motel looked at him and got worried.

He wondered if  _ Lee _ looked at him and got worried. 

He wondered if Lee looked at him like that at all.

Maybe it was just because he was tired, or stressed, or self-conscious, but that was the thought that finally made him crack, and every feeling about his friend he’d been trying to repress for god knows how long came crashing in. Doug couldn’t lie to himself—there was a tiny fraction of him that still hoped he had some sort of chance with Lee, despite how ridiculous it sounded. It was especially laughable when considering the fact that he got nervous  _ imagining  _ trying to confess. No, the last thing he wanted to do was get his hopes up.

And really, when it got down to the logistics, what did Doug even have going for him in the first place? That he could nail a board down? That he could prattle off useless information? That he could say the wrong thing at the wrong time, that he could never lose weight, that he could never confess to anyone he liked until it was already too late?

But more than anything, he wished he had someone,  _ anyone _ , to talk to about this—someone to set him straight on it all, even if it was just having to be told that he was being stupid. Doug was so painfully inexperienced with this kind of stuff, and he knew he’d screw up anything he tried for sure—just like he’d screwed things up with Carley, before anything had even happened between them (if what Lee had said was true, of course). Before anything had even had the  _ chance  _ to happen.

God, he really wished Carley was here.

Too tired to torture himself with indecision any longer, Doug sat back down on the bed and leaned into the worn pillows with a frustrated sigh. It was the least he could do to try and rest, because when the next day came he’d probably go right back to worrying and fretting about feelings that were never going to be reciprocated.

_ He’s not gonna like you back, idiot. _

Lee was a great friend—one he was lucky to even have in the first place, lucky he was even alive to enjoy—and he should have known better than to expect anything more. 

* * *

So, as luck would have it, about two days later Doug was going on a supply run with him.

At first, it had been Doug’s idea. As much as he appreciated the relative safety of the motel, he couldn’t spend another day sitting around doing next to nothing. He’d marched right up to Lilly, mustered up as much conviction as possible, and told her he’d take the next run. It didn’t matter who he went with—because nobody ever went alone—he just wanted to  _ do  _ something for once.

And of course Lee had been standing nearby, and of course he’d overheard, and of course he’d turned to look him right in the eye in a way that made Doug’s heart seize up for a second, and said  _ Hey, I’ll go with you if you want.  _ And what was he supposed to do, say  _ no? _

Doug didn’t go outside the walls of the motel often, and for very good reason—he was simply  _ awful  _ when it came to being around Walkers. Poor fighting capability aside, he tended to lock up the moment he got near one, which was essentially a death sentence in times like these. He blamed it all on the drugstore. Even now, the memory of cold, rotting hands scratching at his shoulders was enough to make him feel genuinely sick. But if he really wanted to contribute, it was a risk he was going to have to take.

The two of them left in the morning, when the sun had risen halfway and the clouds rolled cheerily over the sky, looking a little too scenic for the apocalypse. They stepped outside the gate, which was looking considerably more impressive with the strings of barbed wire that now ran across it, and Doug let himself take one last look back—at the roof of the RV, the deck he’d never been able to fix, and all the people he knew were waiting inside.

He tried not to think about how it might be the last time he’d see it.

“So, uh,” Doug said as he turned back from the motel, trying to get used to the feeling of the rifle (one of the many prizes snagged from the air base) in his hands. “Thanks for coming with me, Lee.”

“No problem. I thought you’d appreciate the company,” Lee replied with a smile. He held his rifle just as gingerly, but for an entirely different reason. Doug could still see the bandages that poked out from under his sleeve.

Doug almost responded with  _ well, you’re definitely the person I’d want with me,  _ but he managed to reel it in at the last second. Instead, he coughed out a “How’s your arm doing, by the way?”

“It’s fine, Doug,” Lee waved his arm a little to punctuate his point. “See? Doesn’t hurt at all.” Doug pretended not to notice how he winced slightly setting his hand back on the rifle. They all had things they’d rather not talk about.

Despite the comfort of having Lee there with him, who had been on more supply runs in the past couple months than he could count, he couldn’t help but feel a little aimless. As the edge of the forest began to disappear and the ghostly buildings of Macon came into view, Doug finally broke the silence with “Where do you usually go first out here?” It didn’t sound as stupid as “Where are we going?”, and sounding stupid in front of Lee was the last thing he wanted to do.

Lee just shrugged. “It depends. We hit the drugstore occasionally, but for the most part we look in the stores and stuff. Preferably the ones we haven’t been to before.” 

“Makes sense,” Was all Doug could think to say in response. There wasn’t much else he could do but to trust Lee on this. He tightened his shaky hold on the rifle in his hands, like he really thought he’d be able to use it if the time came.

They kept quiet while creeping through the deserted streets. Luckily, there didn’t seem to be much of anything lurking around, undead or otherwise, and eventually the two of them came to a stop at an abandoned convenience store sitting on a corner. It’s windows were half-shattered and the doors were broken in, and by the looks of things it had been in that state for a long, long time.

“Looks like someone beat us to it,” Doug had been trying to be lighthearted about it, but the sudden note of disappointment in his own voice surprised him a little. It wasn’t like they could just go to the supermarket anymore or anything. He never thought he’d miss being in a loud, crowded store, but a  _ lot _ had changed over the past two months.

“Yeah, looks like it,” Lee nodded in agreement, but was quick to add a “That’s to be expected, though. It’s still worth taking a look,” that eased Doug’s concerns. 

Lee took one last look around the empty street behind them before approaching the door, giving Doug a glance that had turned shockingly serious in such little time. “I need you to watch my back while we’re in here, alright?”

It was almost embarrassing how Doug’s confidence surged at such a simple affirmation of trust. “Okay. I’ll cover you.”

Doug waited for Lee to step inside the convenience store’s battered doors first, following close on his heels. The store was small—standard gas-station size—and an absolute wreck. The shelves were overturned, the floor was practically peppered with glass shards, and the presence of dark stains splattered here-and-there painted a grim picture of its former occupant’s fate. Maybe the worst part was that Doug was hardly surprised by any of it anymore. The whole town had turned into one big tragedy.

None of those things made him freeze, but what  _ did  _ was the sound of quiet scraping and vicious hissing that assured him they weren’t alone here. And a second later, he spotted it—a Walker standing at the far end of the store, it's horribly rotten demeanor only broken by the morbidly cheery car keys that had been stabbed into the monster’s head as someone’s last resort. Doug grabbed at the hem of Lee’s jacket, half to alert him (although he’d probably already seen it long before) and half to keep himself from locking up.

“I see him,” Lee whispered, clearly having gotten his hint. “You spot any more of them?”

“No, I think that’s the only one,” It took a moment for Doug to get the words out as he glanced over the store to check.  _ It’s just one Walker. No need to freak out.  _

“If it’s just the one, I can take him out pretty quick,” Lee moved to step forward, but Doug once again caught his sleeve in hesitance.

“Wait- I-I don’t know. Wouldn’t it be better to try luring it away? I don’t think we can risk the noise,” Doug gestured loosely at the rifle Lee held, trying to keep the tremor of nervousness out of his voice. He couldn’t really explain the worry—it was literally one Walker, and Lee was more than capable of taking it out, but the thought of him having to take that risk at all put him on edge. 

Lee stared at him for a second before putting a steadying hand on Doug’s shoulder. “Relax, Doug. I’ve got this.” 

Before he could really come to terms with the feeling of Lee’s hand on his shoulder yet again, his companion had already left his side and was creeping up on the Walker from behind. Doug couldn’t do anything but watch as Lee stealthily reached for something off the ground—a screwdriver that he could just barely see from this angle—before leaping to drive it into the Walker’s head. For a moment the monster struggled, and it took another twist of the screwdriver to get the job done, but the Walker soon dropped to the floor with an all-new object buried in its face.

Seriously, Lee was  _ way  _ too cool for him.

“Nice one,” Doug found himself saying as he took a step forward to meet Lee in the back of the store. “I, uh, I really shouldn’t have been worried. You’re pretty much a pro at this point.” 

“It definitely required a little more strategy, that’s for sure,” Lee backed up a bit from the Walker’s crumpled form before turning to face Doug, the tension in his expression just starting to fade. “The axe would’ve helped. I should bring that next time,” His voice dropped to a murmur, almost like he was talking to himself, until he shook himself off and said “Let’s take a look around.” 

As it turned out, there wasn’t much to look around at in the first place. The place had clearly been ransacked a long time ago, and at this point there were only scraps left to pick up. It made Doug wonder who exactly had come here before—he hadn’t seen a single living person outside of his own group in over a month, for better or worse. Which was probably because he almost never left the motel, but that didn’t make Macon seem any less ghostly.

Their search was very short-lived. By the time they’d finished scouring the place, Doug had only managed to find a measly handful of half-crushed packaged snacks. He supposed it wasn’t nothing, but it was undoubtedly disheartening to see how little was still available in an  _ entire store _ , even if it was on the smaller side. Lee looked like he’d had even less luck, and it made Doug wonder just how many times he’d had to do this, to find less and less every time and  _ know  _ it. He almost didn’t want to know.

“The Walkers really did a number on this place,” Doug tried to keep his voice light as he stepped over a fallen shelf, but he couldn’t quite keep the nervous waver out of it. “At least we’re not empty-handed, right?”

Lee let out a long sigh. “You could say that again,” He stopped to let Doug drop his handful of supplies into the backpack slung over his shoulder. “And it’s definitely been worse,” For a moment it looked like that was all he had to say, his tired eyes lingering on Doug, until he eventually added “C’mon, we should get out of here.”

And for the next hour or so, the two of them crept along the hollow streets searching for something—anything—of use. If it was possible, they had even less luck in the other buildings they poked through, until finally Lee decided they shouldn’t risk it anymore. It had been surprisingly quiet so far, but that could change at just about any moment, and Doug was inclined to trust him on that.

Despite how on-edge he felt, he couldn’t help but let his mind wander a little as the sound of his own footsteps on the dusty pavement turned monotonous. Doug kept stealing glances at Lee as he walked beside him, watching the way he scanned the streets for danger. One of the things he’d never really been able to figure out about Lee—and he’d spent a  _ lot _ of time thinking about him—was why he seemed to jump at any opportunity to get out of the motel. He took supply run after supply run without complaint, even if he didn’t have to be. Hell, he’d gone out with Doug despite his injury (which definitely wasn’t fully healed yet), and he’d been certain this would have been the time that Lee would’ve tried to rest a little.

Maybe Lee was more nervous about it than he let on. Doug knew for sure that he himself was way less calm than he looked, at least at first glance—both because of the general stress of wandering around a Walker-infested town and the way Lee would occasionally meet his glances with comforting half-smiles that made Doug’s brain short-circuit for a moment. 

Probably not, though. Lee was crazy brave.

All of a sudden, Doug was jolted out of his thoughts when the sound of all-too-familiar growls in the distance had him freeze instinctually. “Oh, shit-” he heard Lee hiss from his side as he pulled him out of the street and into the nearest alleyway, the bricks scraping at his sleeves. It was only when he’d made sure he wasn’t in immediate danger that Doug was able to peek around the corner, and he felt his stomach drop at the sight of a whole pack of walkers pouring into the street ahead. There must have been at least twenty—maybe even thirty—of the things out there, stalking around for someone to sink their teeth into.

And obviously, as luck would have it, they were lurking right in the way of the turn they needed to take to get back to the motel.

“Fuck, we’re not gonna be able to get by them,” Lee whispered, having come to that same realization Doug had. There was a complicated look in his eyes that he couldn’t quite read, but Doug desperately hoped it wasn’t fear. 

“Do you think we could find another way around?” Was the first thing that he managed to choke out, and because Doug could never be around Lee without making things weird anymore, it was only then that he realized Lee had never actually let go of his wrist when he’d half-dragged him into the alley. To try and distract himself from the feeling of his friend’s hand—because of  _ course _ that had to be the thing he focused on right now—Doug belatedly added “Like, through the back alleys or something?”

“I don’t know,” Lee’s voice was frighteningly honest. “It would still be a hell of a risk, that’s for sure. And there’s a reason why we don’t go into some parts of town anymore.” His whole demeanor had gone chilled, and it made Doug wonder with a shiver just how many horrifying things he’d seen outside the motel since everything went down. It wasn’t a thought he wanted to dwell on long.

“It’s not like we can just wait here,” Doug’s words ended up sounding far more like a statement than a question. He didn’t know if he  _ could  _ wait here, knowing that the Walkers were so close (and having to wait for Lee to eventually realize he was still holding his wrist and pull away). In desperation, he scanned the street for anything they could use to get by them, somehow. But there was so little on the street besides debris and rubble, it wasn’t like-

Wait. Now that he thought about it, there  _ was  _ something he might be able to try.

Less than a block away, Doug could remember walking past a crashed car on their way back. It’d been in such bad shape that he’d hardly paid attention to it, but if it somehow still had the key, and it still worked… The car horn might just be loud enough to draw the Walkers away.

It wasn’t an idea fabricated from nowhere. As much as it hurt to think about her now, it had been the exact same thing he’d used to help Carley out during that first day—except back then it had been much more of a lucky guess born of sheer desperation not to see someone else get eaten (which, really, hadn’t been  _ that _ successful given the fate of her co-workers). Maybe, just maybe, he could get it to work again.

“I think I’ve got an idea,” Doug hesitantly spoke up.

Lee was quick to turn to him. “I’ll take anything you’ve got at this point.”

“Do you remember the car we walked by?” When Lee slowly shook his head, Doug hastily pointed down the street. “If I can get down there and the keys are still in it, we can use the horn to draw the Walkers away, and…”

“... And we might be able to slip by them,” Lee finished, although his voice was still uncertain. “But that's relying on a whole lot of ‘if’.” 

“It’s either that or we take another route that could lead us into  _ more  _ trouble,” Doug countered, before admitting “It’s dangerous, but… So are the rest of our options.”

Lee sighed, but he eventually shrugged in agreement. “Alright, alright, fine. So how do we do this?”

They quickly mapped out the plan—to run down to the car as stealthily as possible, and then if and  _ only  _ if by some miracle it still had the keys inside, they would try to get the horn working. As soon as the Walkers (hopefully) came to investigate the noise, they’d make a break for it. 

Admittedly, it was hard for him to even say without getting apprehensive, but with as much courage as he could muster Doug managed to get out a “I’ll go out there and check if the car’s got the keys.”

To say Lee looked surprised at that was an understatement. “ _ What? _ ” Was his initial response, until he was able to even his voice out a little upon remembering that they were still in hiding. “Doug, you- I can take care of it. You don’t have to go out there if you don’t want to.” 

“No, it was my idea, and… If this goes badly, then that’s on me,” Doug flashed him a nervous, disarming smile that probably looked a lot more like a grimace—he’d never been good at smiling, honestly. “I can do it. I’m, uh, I’m a way faster runner than I look, promise.” 

And for a moment, Lee really looked like he was going to say no, that there was no way in hell Doug could pull something like that off. But then his expression eased just the tiniest bit, and he gave Doug’s wrist an encouraging squeeze (and oh my god,  _ he’d never actually taken his hand off,  _ had he?). “Be careful out there. Seriously,” And then, in a voice that was suddenly so much softer, “I trust you, Doug.”

Ironically, in that moment he didn’t even trust himself to  _ speak _ in case that flustered waver showed itself in his voice. Doug just nodded once before slowly, regretfully removing his arm from Lee’s grip. He couldn’t mess this up now—not after Lee had said that, and  _ certainly  _ not after he’d squeezed his wrist like he really, truly cared. So Doug stepped out from the alleyway, let himself stare at the pack of Walkers for a moment, and  _ ran like hell  _ in the other direction.

In retrospect, it had literally been the least stealthy thing he could have done, but on the other hand Doug really, really did not think he would have been able to handle walking calmly down that street knowing there were over two dozen Walkers lurking behind at a distance that was  _ far  _ too close for comfort. He managed to skid to a stop in front of the downed car, just barely avoiding putting another dent in its already torn-up exterior.

He didn’t have to worry about the door being locked, because it had already been torn off its hinges a long time ago. Doug had never been the religious type, but as he reached for the steering wheel he found himself practically praying for this to work for  _ once _ .

Doug’s fingers brushed edged metal, and he’d never felt so happy in his life to hold car keys.

Taking a deep breath, he turned to look behind him, trying hard to focus on the alleyway where he knew Lee was waiting and  _ not _ the Walkers at the end of the street. Lee had poked his head out of the alley and was watching him intently as Doug gave him a triumphant thumbs up—a sign of success, but also a signal.

The car rumbled and sputtered to life (somehow) as he turned the key, and now came the moment of truth. Cautiously, carefully, Doug laid a hand on the button for the car’s horn, and pushed it as hard as he could.

The broken blaring that came from the car was so startling at first (even though he’d kind of been expecting it) that Doug quite nearly banged his head on the ceiling in surprise. And then he hit it again, and again, and again, until the howling was the only thing he could hear. All the while he kept his eyes on the herd of Walkers, silently begging for them to come check out the noise in what would be the first and last time he ever wanted those things near him.

And sure enough, one by one the Walkers slowly turned their rotting, empty heads towards the sound, and one by one they began to march across the pavement in depraved curiosity. It was all Doug could do to stand his ground until most of them had started to move, feeling his heart hammer harder and harder the closer they got. 

Finally, after what felt like a dangerously long time to be standing out in the open, Doug took off in a desperate sprint to reach the alleyway again. If the Walkers took notice of him, it was over for both of them—and it would be all his fault. 

Lee was there, thankfully, to yank him back into the relative safety of the alley once again. Doug wanted to say something to him, all of a sudden, but Lee hurriedly shushed him as the growls and hisses of the undead horde drew ever closer. And for a horrible, horrible moment, the two of them could do nothing but sit there and wait. 

It dawned on Doug that there was a chance they wouldn’t walk away from this—that the Walkers would take notice of the two  _ very _ alive people hiding not twenty feet away, that they cornered them inside this very alley, that they would be torn to shreds in the most slow, agonizing way possible. That this could very well be the last chance he had to say something to his teammate-turned-friend-turned-crush, and finally— _ finally _ —he got the courage to turn to Lee and say-

“I think that’s the last of them,” Lee’s hushed voice cut sharply into his thoughts. Doug confusedly looked out onto the street as the growling of the Walkers became quieter and quieter. “Come on, let’s go.”

In the time it had taken for him to get the bravery to speak up, the Walkers had already passed them by.

They glanced down the street one last time—at the group of confused Walkers now swarming the empty car, to the scattered few that still lingered by the other end of the street—before they broke out into a run, this time not stopping at the corner, or at the road after that, or at the line of trees that signaled they were on the right path. Eventually, Doug had to force himself to stop as his entire body burned with exertion. For a moment, all he could hear was his own wheezing as he saw Lee slow to a halt beside him out of the corner of his eye.

Dully, he felt Lee put a steadying hand on his shoulder. “... You okay, buddy?” His friend said concernedly through his own tired panting.

Doug couldn’t get himself to speak just yet, so he gave him a weak nod in substitute. It was a long, long time before he could finally stand up straight again, his legs aching in a way that was  _ definitely _ going to hurt tomorrow. 

Slowly but surely, they put themselves back together again. Doug re-adjusted his grip on the rifle he’d genuinely forgotten he was holding (somehow), Lee checked to make sure he hadn’t dropped anything in their mad dash to get out of the streets, and they finally started walking once more. He could almost taste the adrenaline still rushing through him, and no matter how hard he tried he couldn’t quite calm down all the way. 

“That was crazy, Doug,” Lee eventually said, his voice tired but sounding unmistakably… Impressed, if he dared believe it? “Seriously, I think that’s the wildest thing I’ve seen someone do in a long time.”

“... You think so?” Doug found himself asking. It was hard to believe Lee really thought that highly of him when all he’d really done was run over and push a button a couple times, although he wouldn’t lie and say it wasn’t a nice thought.

“Of course I do,” Lee looked at him with a practically incredulous expression. “The way you stood your ground like that to make sure those things were gonna get out of the way? That’s bravery, man,” And then, with a glowing hint of a smile, “You just keep surprising me, you know that?”

Doug’s heart suddenly felt all heavy, and for once it wasn’t because of the exercise. “Th-Thanks, Lee,” was all he was able to get past the grin that had overtaken his face. 

Lee was quiet for a good moment. “Honestly, I should be thanking you,” He closed his eyes for a moment, suddenly seeming tired all over again. “I needed to get out of the motel. I mean, it’s nice having more time to spend with Clem and everyone else, but… God, it’s hard listening to all the arguing that’s going on,” Lee sighed loudly before glancing over to look Doug in the eye once more. “I'd say you’re probably the most reasonable person in the whole motel. You’re a good friend, Doug.”

The weight in his chest was starting to hurt, now.

“Lee, I-I have to tell you something,” Doug blurted out, the words like spikes on his tongue. He couldn’t do this anymore—he couldn’t take one more kind word, or gentle glance, or night spent pathetically pining over a man that was way too good for him. This had gone on for far too long, and he felt guilty over his own cowardice.  _ He’s got a right to know. _

He watched Lee’s expression turn concerned. “Is everything alright?”

“No- I mean yes, I mean-” He was already beginning to stutter, which wasn’t a good sign. Doug gripped the edge of his jacket with his free hand for some semblance of comfort. “You’re just… You’re really cool, Lee. Like, even when we first met, I thought you were cool,” a memory of that night in the drugstore flashed through his mind, and he shook his head a little to dismiss it. “You always work so hard, and you’ve always been so nice to me, and…”

“I don’t want you to feel like you owe me something. You don’t. I’m not… Expecting you to do anything, I just want you to know that I-I’ve always admired you, and- Uh-” Doug got choked up all of a sudden, the fear in his head clashing hard with the ache in his heart. “I just… I… I really,  _ really _ like you, Lee. Y- Y’know what I’m saying?”

It felt like a weight had been lifted off his chest, only for an identical one to be dropped in its place just moments after. Doug couldn’t bear to look at him. He kept his eyes on the leaves that lined the path as he waited for Lee to become confused, or upset, or angry—honestly, he didn’t think he’d be able to handle it if Lee got angry at him.

But even if he did, it didn’t change the fact that Doug had finally gotten the courage to tell him the truth, which was the real silver lining to all of this. At this point, these were all just risks he had to take.

“... Oh,” Was all Lee said at first, before pausing for an agonizingly long time. Then, all of a sudden, he held out an arm to stop Doug, and although he was still looking at the ground he could almost  _ feel _ Lee’s gaze on him. “Hey, let’s stop for a minute, okay?”

He did as he was told. The formerly serene street suddenly felt oppressive and daunting, like the shadows from the trees were coming to snap him up at any moment. The forest’s silence was deafening and he could feel his hands trembling as an apprehensive shiver ran through his body.

Doug wasn’t sure what he’d expected Lee to say next, but it  _ certainly _ hadn’t been a quiet, gentle, almost relieved “I wanted to say something earlier, but- I guess I…” He trailed off momentarily, expression flickering with something that looked like uncertainty. “I didn’t want to make you uncomfortable or anything by telling you how I felt.”

Wait.

Before he could fully work out the meaning of Lee’s words, he continued hesitantly in the most vulnerable voice he’d ever heard him use. “But, uh, if you mean what I think you mean,” A nervous smile flickered over his face. “Then yeah, I know what you’re saying. I like you too.”

The words hit him like a truck.

For every longing glance Doug had shot Lee, either across the motel or when he’d been standing right next to him, half the time Lee would meet him back. And never once had he thought to look for something more in those eyes—or thought that there could ever  _ be  _ something more in those eyes. 

Holy shit, he was an  _ idiot _ .

Now it was Doug’s turn to go quiet as he felt a hot, embarrassed blush fall over him. “I-  _ Oh _ ,” was all he was able to say at first as he struggled to get past the whirlwind of emotions that had essentially rendered him frozen. “So… You… This whole time...“

“If it’s anyone who should be embarrassed, it’s me for not telling you sooner,” Lee offered lightly, his voice tinged with amusement. “And it’s not like either of us could really be direct about it in the motel.”

“I mean- Yeah, but-“ Doug spluttered, eventually opting to run his fingers through his hair just to keep his hands busy. “I just can’t believe I never even considered that you would actually- You know-” He swallowed hard. This didn’t feel real at all, like he was going to wake up from what had to be the  _ weirdest _ dream yet in his room at the motel any moment now. There was no way in hell that Lee—who was leagues above him in basically every way possible—actually liked him back. 

But when Doug met Lee’s eyes for the hundredth time that day, he was surprised to find genuine nervousness hidden in his expression—nervousness that made him believe that maybe Lee was just as uncertain and hesitant as he was, somehow. It was odd how comforting a thought that was, but Doug took it regardless.

“I don’t think it’s  _ that _ hard to believe, Doug,” It was Lee’s next words, though, that  _ really  _ made him feel like crying in relief. “You’re sweet, you’re funny, you’re smart—it would be hard not to like you.”

There was no way he could put how much that meant to him into words, so instead Doug shot him a smile that he could only hope did the job well enough. And judging by the way Lee grinned back and patted him on the shoulder comfortingly, he supposed it did.

Eventually, after coming to the realization that they were having a heart-to-heart next to a forest infested with Walkers, the two of them finally got moving again. Doug, still jittery with nerves and genuine happiness, found himself asking “So, do you… Do you want to make this a thing, or…?” He knew if he didn’t ask, if he didn’t say it upfront, he’d probably convince himself this whole conversation had never happened at all.

Lee shrugged quietly. “If you want it to be one.”

“Okay, then- Then yeah. Sure.” It surprised him just how easy the words came this time around. Even if it was still hard for Doug to say them out loud—because he could only  _ imagine _ what would happen if anyone found out about this (but that was a worry for another day)—it was still something, and it still meant a lot to him. 

As they walked back to the motel under the light of the midday sun, for the first time in a long time Doug felt like things just might turn out okay.

**Notes for the Chapter:**

> this chapter. turned out SO long. I can't believe I'm already halfway done...  
> also shoutout to kenny's octopus from the starved for help deleted audio rock on legend 😔✊


	4. Chapter 4

**Notes for the Chapter:**

> confession scene...2!!

The house is dark, and Lee was standing in a bathroom.

Everything was shrouded in shadow—the hall outside, the walls, the ghostly outline of the door. There had to be windows somewhere, but those memories were oh-so-conveniently blotted out, leaving the whole house dim. All that came back now was how cold and unwelcoming it had seemed to be at the time.

_ That’s funny, _ Lee found himself thinking absently.  _ It’s supposed to be the middle of the day. _

He knew this was a nightmare, if the fact that this same bathroom had haunted his dreams about seven or eight times now made it any less obvious. The door behind him was always locked, and the house was always dark, and the ending was always the same. And every time he woke up from it, he felt the same jolt of panic-turned-frustration over that fear—that out of everything he had to be scared of right now, it was the ghosts of the past.

But no matter how stupid it was in retrospect, that didn’t change the dread he felt in the moment—and certainly not just how vivid the blood on his hands looked.

Lee was standing with his hands resting on the counter, staring into a mirror that was unnervingly clean and polished given just how somber the rest of the room was. The last thing he wanted to do was look into it, but no matter how hard he tried to move he was frozen to the spot—and it seemed like everything else was as well. It was deathly silent, and even the air itself was still. 

And god, did he look horrible.

He couldn’t look away. There was something awfully twisted about his reflection, and for a moment he was almost convinced he was staring into the eyes of a Walker—which wouldn't be much of a stretch due to the splatters of blood that shone eerily on his body. There wasn’t much that genuinely scared Lee these days, but the hollow, ghostly expression he saw on his face might just make that list.

From the start, he’d known all-too-painfully what this dream was about and what he’d just done, but like everything else in this nightmare-twisted house his mind wasn’t quite there. Instead of the panicked, racing thoughts of  _ it's over, it’s all fucking over and it’s nobody’s fault but yours,  _ Lee felt almost calm, like this was something he’d come to expect. Instead, he was staring at his bloodstained shirt in mild discontent (his brother gave him that shirt for his thirty-fourth birthday and he’d surely be disappointed when he found out).

It was only when he really began to focus on his reflection, though, that he started to feel genuinely scared. There was a twitch to his hands and an unnerving rattling to the sound of his own breathing, but the creepiest thing by far had to be the sheer  _ emptiness _ in his eyes—the kind of emptiness you only got to see in someone who’d done awful things, the kind of emptiness you saw in someone who would smash a vase over the head of the man his wife slept with. The longer Lee stared, the more shadowed his reflection seemed to become. It was grisly and chilling and terrifying but he  _ couldn’t look away _ .

The blood on his hands was starting to dry. It felt so, so real. 

The person in the mirror had hollow eyes and scattered bruises and looked like a cornered wild animal caught tearing apart someone’s beloved pet. He didn’t look like Lee, and he  _ certainly  _ didn’t look like Professor Everett, who taught civil war history and had gone home early because of a minor cold. None of this seemed real—it didn’t seem possible that he could go from teaching a morning lecture to  _ this _ .

And then the silence was cut by the sound of a distant siren, and the flow of time seemed to come crashing back all too quickly. Suddenly, everything was going on at once. There’s glass shattering and a distant scream ringing in his ears and the shock of cold air, and he finally took a staggering step back towards the door. He had to get out of here. He had to get out of here _now_ -

The door opened slowly, calmly. He felt the chilled metal barrel of a gun being pressed up against his head. 

There was a tiny, tiny part of him that wished it had really gone off. 

Lee jolted awake to the quiet rumbling of thunder and rain, the memory of the bathroom shattered. For a moment all he could do was lie there in cold sweat, working to remind himself that he was sitting in a motel room and  _ not _ on the verge of being arrested. He glanced over at Clementine—who was sitting on the floor messing around with a handful of leaves and twigs—and felt the fearful tension in him ease.

Slowly, he unclenched his hands from their iron grip on the bedsheets, flexing them a little to ease the stiffness. As much as he wished he didn’t, even now he could still remember the feeling of the handcuffs on his wrists.

He avoided thinking about the past as much as possible (if the frequent nightmares didn’t make that fear obvious enough) and he’d spent many a night fighting the temptation to come clean about it. There was no way to justify it—Lee had been lying to the group essentially since he’d joined it, and no matter how hard he wished he could leave the past behind entirely the guilt still lingered. 

God, he was so tired of the guilt. 

But as much as he wanted to convince himself that it didn’t matter anymore, he knew deep down just how bad things would get if he told everyone about being a  _ convicted murderer _ . Even at best, it would be nothing but another issue on the already-burdened group’s shoulders. Things would surely only get worse. It was safer—better, almost—for Lee to just let it go, even if it meant lying. Not a single person in this motel would ever want to hear that their trusted friend Lee had been a criminal all along.

At least, that had  _ used  _ to be his reasoning, until Doug had confessed to him in the woods.

Lee’s own feelings had been hard to come to terms with, to put it mildly. He’d never met a guy as sweet or thoughtful or genuine as Doug before, and even the thought of getting close to someone like that in the middle of all this was honestly terrifying— _ especially  _ given his recent track record with relationships. If Doug hadn’t been the one to confess, Lee honestly wasn’t sure if he would have ever found the courage to.

Now, as they spent more and more time together, the guilt that had just started to fade away had come back to bite Lee  _ hard _ . Every single time they hung out late at night, or they worked on some task together, or Doug looked at him with that crooked, bashful smile, he felt a horrible twinge of regret over not telling him the truth. It might have been irrational, sure, but Lee couldn’t stop thinking about how he could lose all of this if Doug found out he’d been lying, and just how much it would hurt now to lose his trust. 

And deep down, after everything he’d done, Lee knew this wasn’t a second chance he deserved in the first place.

He needed to come clean, or he was afraid he never would.

Lee gave himself one last moment to find some resolve before he forced himself to his feet. It was hard to tell just how much time had passed given the rain outside, but he was sure he couldn’t have slept for more than an hour or two. The storm had rolled in not long after the sun had come up, sending the group begrudgingly back to their rooms to wait it out—and as of the afternoon, it still showed no signs of stopping. The motel hadn’t had a day this quiet in weeks (barring the rain and thunder, of course).

Before he could leave, though, he had to check in with Clementine. The first thing he did after standing up was, ironically, to immediately crouch down again to where she was sitting on the floor. 

She looked up at him as he approached her, and Lee wasn’t even able to get a greeting out before Clementine’s expression furrowed a little. Softly, she said “... You had a nightmare.”

It was a statement, not a question. Lee flinched and wondered just how obvious it had been. “Yeah,” he admitted slowly, seeing no point in trying to deny it. “I’m fine now, though.”

Clementine’s worried look faded slightly. “It’s okay. I get them sometimes too.”

God, she was so young. She didn’t deserve to be going through any of this—the Walkers, the constant arguing, the rapidly dwindling supplies. He desperately wished he could make things better for her all the time, but at the end of it there was only so much that he could do, and it was agonizing to think about.

Instead of voicing any of that, though, Lee simply sighed and put a comforting hand on her tiny shoulder. “You know you can always come talk to me about something like that, right?”

She nodded in understanding, and it made him feel just the slightest bit better. Lee glanced down at the pile of twigs and leaves she had strewn out on the floor, which definitely hadn’t been there when he’d first fallen asleep earlier that day. “Uh, what’s all this about?”

Lee knew just how much Clementine liked it when he took interest in her little art projects, and judging by the spark of excitement in her voice this was no exception. “I’m making a house!” With an impeccable amount of care, she lifted up what was essentially a large leaf with four twigs poking through the corners. “It’s for the cricket me and Duck found yesterday.” 

“Well… I’m sure the cricket will like it,” Lee considered asking where, exactly, they were keeping the insect in the meantime, but decided he didn’t want to know. “It’s, uh… Sturdy.”

The quiet smile that she gave him had Lee almost wishing he wasn’t about to leave, if not for the fear of losing his resolve—especially since this wouldn’t be the first time he’d chickened out on telling the truth. Still, he gave her an affectionate pat on the head (she never did take that hat off, did she?) before moving to stand.

“Hey, I’m gonna leave for a bit,” Lee said, until he realized just how odd that sounded considering the pouring thunderstorm outside and felt obligated to add “I’m gonna go talk to Doug.”

“Oh. Okay,” Was all Clementine responded with at first, before she narrowed her eyes almost suspiciously. “Are you mad at him or something?”

The question caught Lee entirely off guard. “Uh, no? What made you think that?”

“He just acts weird when you’re around him,” She explained pointedly, staring deep into Lee’s eyes in a way that was sort of unnerving. “And I’d be sad if that was why. Doug’s cool. He draws with me sometimes.”

_ Oh _ . Lee didn’t know whether to laugh, or feel uncomfortable, or both. “I- I can assure you I’m not mad at him, honey.” He  _ really  _ hoped this wasn’t as obvious to the rest of the group as it was to her.

“Okay. That’s good,” Clementine seemed satisfied by that. Before going back to idly messing with her cricket “house,” she gave him a small wave and quietly added “Bye, Lee. Don’t get wet.”

“I’ll see you, Clem. And I’ll try,” He promised, taking one last look around the room before heading toward the door. As an afterthought, he grabbed his jacket from off the edge of the bed and shrugged it on as he turned the handle.

A gust of wind—and a whole sheet of rain—immediately hit Lee in the face, and he scrambled to shut the door behind him before it drenched Clementine as well. With a huff of indignance, he adjusted his jacket (like it would do anything at this point) before hurrying off towards Doug’s room. Thankfully, it was only a couple doors down, and the awning overhead would hopefully prevent him from getting  _ too _ wet out here.

Lee barely bothered to knock before practically shouting “Hey, Doug? It’s Lee, can I come in-“

He’d barely even finished his sentence when the door was yanked open and Doug—who was staring at him all wide-eyed like he’d sprinted over the second he’d heard him speak—ushered him inside. Lee hurried to shut it behind him, as not to dampen the already worn carpet.

For a moment, they just stared at each other until Doug finally cleared his throat and said “Woah, uh- Hi, Lee, I didn’t expect...” He brushed himself off, as if he was the one who had just stepped into the room and was drenched with rainwater. “Um, what’s the occasion?” He chuckled quietly, and it made Lee’s heart twinge knowing exactly why he’d come over.

“I, uh, just thought I’d check in. I wanted to talk to you,” Despite the looming dread that was starting to creep in, the words came surprisingly easy for Lee. No matter what mood he was in, he always felt just a little more relaxed around Doug—he was such a calm, friendly guy, and he’d be lying if he said it didn’t rub off a little. 

“Oh! Cool,” A hesitant smile flickered over Doug’s face, and after a quick glance around the room he added “You can sit down if you want.”

Lee opted to take the chair by the tiny desk in favor of not tracking water on the bed, which Doug had decided to sit back down on. It was only then that he noticed the bulky radio that rested beside Doug, and it was clear by the look of it that he must have been working on it before Lee had arrived. He couldn’t quite remember when he’d gotten his hands on it, but it was without a doubt the same one from the drugstore—there wasn’t exactly a multitude of radios floating around nowadays.

Doug’s room was in a state that Lee could only describe as “organized clutter.” Any available surface was covered in trinkets Doug had collected over the months—cables, a clock, a phone from the motel’s office, a smoke detector, two basic calculators, a tiny pyramid of batteries—and the list went on. The desk Lee was sitting at had papers scattered on top of it, hosting immaculately-sketched diagrams accompanied by equally immaculate handwriting. Lee noted that, in surprising likeness of the room he and Clementine were sharing, there were a couple drawings pinned to the wall that were unmistakably the kids’ work.

“So, how’s it going with the radio?” Lee asked after a long pause. He didn’t have the heart to cut right to business, and he remembered Doug mentioning something about the device a couple days ago. It helped that Lee genuinely liked to watch him work—not only was his knowledge impressive, but it seemed to cheer him up a lot as well.

“The radio?” Doug echoed, as if he’d completely forgotten about it the second Lee had walked in the door. He reached for the radio, giving it a quick turnover before placing it in his lap. “Well, I’ve been trying, but… I don’t think I can get it to work again. It got pretty battered during the whole drugstore thing, so…”

“It must be in pretty bad condition, then,” Lee concluded. Doug had proved time and time again to be an incredible technician, so if even he couldn’t get it working it was probably beyond repair. 

“I guess so,” Doug sighed dejectedly. “If I had more stuff to work with, I might be able to fix it. But… Y'know how it is,” He picked at his jacket like he was trying to physically brush the disappointment off, before suddenly brightening a little. “Also, thanks again for bringing me those batteries earlier. The smoke detector works now!” Doug gestured to the device in question on top of the dresser. “Just as loud as ever.”

Lee remembered Doug getting so disproportionately excited when he’d brought back some batteries for him after yet another semi-successful supply run, and it brought a soft smile to his face. “Hey, it’s no problem, Doug. You don’t gotta thank me for that.”

For a couple moments, they fell into a short silence only punctuated by the slight scraping of Doug’s screwdriver on the radio panels. Eventually, Doug looked up again, and in a quieter voice asked “Do you think there’s anyone out there still broadcasting?”

“... I don’t know,” Lee answered honestly. It wasn’t something he’d ever really thought about until now. “I mean, I’d like to think so. It can’t be this bad  _ everywhere _ .”

“Yeah. I hope so too,” Doug’s voice was wistful, his expression furrowed and tired. It was hard enough managing the problems at the motel, let  _ alone _ considering just how disastrous things must be in other places. The lack of information was agonizing—was the entire world affected by this? How many people had already died to the Walkers? Was there any place left that was still standing, or was everywhere else just as bad as Macon? It had all happened so quickly, but Lee refused to believe that in a few short months the entire world had fallen to a bunch of walking corpses. 

And by the look on Doug’s face, he was asking himself the same questions. Lee watched as he continued to work on the radio—he could tell Doug was messing around with it more than actually trying to repair it at this point (Lee liked to think he’d started to get his friend’s habits down by now) but the gentle way he held the device told a different story. Momentarily, he wondered if Doug was reminded of Carley at all by working on it, before dismissing the thought with a pang of guilt. 

“I’m kind of glad it’s raining,” Doug said suddenly, glancing up to look Lee in the eye. “It’s nice having some time to myself, especially with… All the arguing that’s been going on,” He saw Doug’s hands tighten their grip on the radio, and he quickly added “But, uh, it’s even better with you here.” He flashed him an almost apologetic smile. 

“Hey, I could say the same thing,” Lee gave him a grateful smile back before letting his tone drop a little. “And god, it really is getting tense out there… I don’t think that I noticed just how bad it was until we weren’t outside today to see it.” He didn’t name anyone, but they both knew exactly who he was talking about—everyone was on edge because of the rapidly dwindling supplies and the supply runs that were becoming less and less reliable every time, but nobody got anywhere close to how caustic Kenny and Lilly were being to each other over it. Every day, they seemed to get into a new argument, ranging from a short disagreement to a full-on shouting match. They’d had their differences from the start, sure, but these recent weeks were  _ really  _ starting to exacerbate them.

“I bet it’d be even worse if you weren’t here,” Doug pointed out with a touch of warmth in his voice that didn’t go unnoticed. “You’ve kinda been keeping everyone together, or at least trying to. It’s… I think it’s cool.” This time, the words came out much less nervous—comfortable, even. Doug had been so hesitant since that day in the woods, hesitant in a way that showed the hints of inexperience, but over time Lee had started to see him really relax. Even now, with a soft smile and kind eyes, he looked so much happier than he had before. 

_ Fuck, he really does trust you. _

After months of guilt, it was the look Doug gave him right then that finally pushed Lee over the edge. There was no denying that he’d lied to him, whether he’d meant to or not. Lee didn’t get to nearly go to prison for murder, lie about it to everyone, and still deserve to have somebody like Doug sticking with him at the end of the day. 

He must have been quiet for too long, or his expression must have gone cold, because Doug spoke up with a worried “... You okay, Lee?” that brought him out of his thoughts. He couldn’t bring himself to turn back now.

“Can I talk to you about something, Doug?” Lee’s voice was serious now, and although he didn’t want to scare him off or something he didn’t want to act light about this either. The  _ last  _ thing he wanted to do was to come off as unremorseful.

Doug seemed to catch on to the weight of the situation quick. “Oh- Of course, Lee,” After a momentary pause spent staring at the distance between them and hastily setting the radio aside, he patted the empty spot next to him on the bed. “Uh, you can come sit over here if you want.”

Lee knew he should say no, that he should honestly be as far away from Doug as possible as he told him this, but he couldn’t find it in him to decline. The almost hopeful glance that Doug was giving him was crushing.  _ He’s trying to be comforting.  _

Wordlessly, regretfully, Lee slowly made his way over to sit next to Doug, the pillow behind him shifting slightly—and he was suddenly  _ very  _ aware of just how small the beds in the motel were. Feeling out-of-place, he eventually settled on crossing his arms so there was at least a little space between them.

“This isn’t about you,” Lee decided to be reassuring first, and he watched as a flicker of relief flashed over Doug’s face. “It’s just something I should have told you a long time ago.”

For a moment, Doug was quiet before he eventually spoke up with “Well, you can always talk to me, Lee. I mean, it can’t be that bad, right?” 

The silence that followed answered the question by itself. For just how much the arrest had affected him, somehow Lee never really thought he’d have to truly explain it to someone—and certainly not to someone he’d developed feelings for. In all honesty, after everything, he didn’t think that was something that would ever happen again in the first place. 

But now that it had, it was painfully clear to see that the past was holding him back. Hell, he hadn’t even been able to  _ confess  _ without the fear of fucking up and leaving Doug hurt in some way lurking in the back of his mind. And if he ever wanted to move forward with this at all, this was something he had to do.

“Before we met at the drugstore,” Lee began, fixing his gaze at the wall ahead and refusing to let himself look Doug in the eye. “Before… Any of this, really, I got in a fight with someone.” For a moment he considered going into more detail, but he decided that Doug really,  _ really  _ did not have to hear about the ordeal with his ex-wife. “Things got bad and I… I killed him. When the Walkers showed up, I was on my way to prison.” 

Lee took in a deep breath in an attempt to keep himself grounded. “I just wanted you to know. Before anything else happened.” 

For what seemed like hours, the room was silent. Lee kept staring straight ahead, and Doug seemed to be at a loss for words. Honestly, he wasn’t sure what to feel after all this either. He’d expected some sort of fear, or defensiveness, but the only thing he felt right now was an odd sort of resignation. He couldn’t change what had happened, but that didn’t mean he had to dwell on it forever either.

Finally, Doug turned to look at him with an expression Lee couldn’t see. “... Wait, you’re serious?”

“Doug, why the fuck would I lie about that?” Despite his words, there was no bite to Lee’s voice—if anything, he just sounded tired. He clenched the edge of his jacket in one hand and squeezed it hard, trying to stay level-headed. “There’s no excuse for what I did, and you’ve got every right to be upset. I should have told you earlier.”

“Oh,” Doug said quietly, and out of the corner of Lee’s eye he saw him glance down at the floor. Another long, tense pause passed, and then Doug slowly asked “You weren’t… You weren’t trying to do it on _purpose_ , right?”

The memory was blurry, even now. Lee remembered glass shattering, the feeling of his hands on that  _ goddamn politician _ Samuel's throat, how the splatters of blood had looked on him afterward—but mostly the anger. The anger had been the scariest part.

“No,” Lee finally replied. “No, I- I don’t think so.”

Doug seemed to ease a little at that, as he let out a sigh that Lee for the life of him couldn’t read. 

“Well,” Doug’s eventual response was what finally made Lee look over at him. “The Lee I know has helped us since the beginning. For as long as I’ve known you, you’ve always been a good guy,” and then, with a gentle, hesitant smile that made Lee’s heart ache, “And I think that’s… That’s what matters, you know? It’s where you are now, not how you got there.”

Lee waited for his expression to change, for him to flinch away, for him to say  _ But I can’t just ignore this, Lee, I don’t know if I can do this anymore.  _ It never came.

Instead, Doug said “I mean, it’s not like you’d ever do that again, right?” It sounded more like a statement than a question, but the inquiring look in his eyes told a different story.

What worried him the most was that Lee wasn’t entirely sure if that was true. Surely, with the world as bad as it was now, he would eventually find himself in a situation where he’d have to fight someone, and he’d have no other option but to resort to that kind of violence—it would either be him or them. 

But not yet.

“No, I wouldn’t. Not if I had a choice,” Lee finally managed to choke out, suddenly overcome with a wave of emotion. He didn’t think he’d felt this relieved in a long, long time, maybe not even on that day in the woods. After lying for months, he’d never anticipated just how good getting this off his chest would feel. 

“Yeah. Y-Yeah, of course,” And then Doug, who suddenly looked incredibly nervous, slowly reached over to first pry Lee’s fingers off of his jacket before gently taking his hand in his own shaky grip. Lee barely had time to be surprised before Doug gave his hand a comforting squeeze, one that was just warm and hesitant enough to feel real.

“... Oh,” Whispered Lee despite himself, and he would’ve been lying if he said he hadn’t gotten choked up for a moment. Before Doug could take it as a sign of discomfort, Lee hastily squeezed his hand back, trying to get used to the unfamiliar feeling of Doug’s fingers against his own. It was a good one, though—one that he wouldn’t mind getting used to.

For a long, long time, the two of them were quiet, neither of them wanting to break the moment (or the handhold, if they were being honest). Lee didn’t know how long he sat there listening to the softening rain and distant rumbles of thunder, but eventually Doug awkwardly cleared his throat and sat up a bit before turning to look Lee in the eye.

“Hey, um, do… Do you want to go do something?” He asked, glancing over at the dresser across the room. “I’ve got a deck of cards we could mess around with, I think.”

It took a second for the question to register in his brain. “Uh- Alright,” The words felt odd to say after having spent so much time sitting in silence. Honestly, even now Lee couldn’t stop thinking about the feeling of Doug’s hand in his.

And by the way Doug kept glancing at him, it was clear Lee wasn’t alone in that. Regretfully, Doug slowly let go and got to his feet, not without sparing one last look back before going to root through the dresser. Even with his back turned, Lee could tell by the way he tapped his fingers on the wooden surface and spent just a little too long rummaging idly that his mind definitely wasn’t focused on looking for the cards. Maybe someone else would have been irritated by Doug’s hesitant behavior, but Lee honestly couldn’t fault him for it. This thing they had going on would never have been easy in the first place, and most of the time Lee found himself feeling just as nervous.

Doug sat back down by his side, triumphantly waving a pack of playing cards that he must have picked up at some point or another. He made an attempt in shuffling them, only to end up dropping half of them on the bed in a way that had Lee fighting a laugh.

“You know any card games?” Lee asked, a lightness to his voice that was sorely needed after just how weighted their previous conversation had been. 

“Not really,” Doug admitted, his face falling a little. “Do you just want to go with… I don’t know, go fish?” He shrugged helplessly, looking as if he was starting to regret suggesting a card game.

“Sure,” Gently, Lee took the cards from him and got to work shuffling them as Doug watched him intently, his eyes widening. “I’m guessing cards aren’t your forte.” 

Shaking his head, Doug sighed softly. “Nah. I spent a lot more time on computer games,” A half-smile flickered across his face, if only for a moment. “Besides, I never really had anyone to play with.”

“Guess it’s a good thing I’m here, huh?” Lee laughed a little as Doug’s expression visibly brightened. “And I never said I was any good at this either.”

Things got quiet again after that. The game was relatively uneventful (despite Doug’s claim of being bad with cards, he’d already won two out of the three rounds they’d played), punctuated only by the light conversation they were having in between turns. It was clear neither of them minded the quiet—in all honesty, Lee was starting to feel pretty relaxed sitting here. It was peaceful, almost.

At one point, when Doug was passing Lee a card from his ever-expanding hand, he faltered suddenly as an indecisive look flickered over his face—and it was clear that it wasn’t because Lee was winning this round. “Lee? Can I ask you something?”

“Uh, sure?” Lee said with uncertainty, reaching out to take the card from Doug as an afterthought.

“... Does anyone else know about you- Uh- Getting arrested?” Doug glanced to the side, as if he wasn’t sure if he should be bringing this up at all. 

Lee hesitated for a moment before deciding to be honest. “A couple people. Larry and Clementine know for sure,” Then, in a slightly softer voice, “Carley did too.”

“She did?” Doug’s face fell, and Lee started to regret mentioning her. The drugstore incident was a sore subject, to say the least, and it was no secret that Doug still felt guilty about what happened to her. “I mean, I guess it makes sense, her being a reporter and all.” He let out a quiet sigh before shaking himself off, clearly not wanting to dwell on that for too long. “... Larry, too? Oof, that can’t be fun.”

“It’s not,” Lee found himself getting cornered by the old man and hearing the “one-foot-out-of-line-and-I’ll-tell-everyone” shtick at least twice a week now. It was getting kind of repetitive at this point, but it wasn’t like he was eager for Larry to follow through on his threats. “You know, you’re really the only person that found out directly from me.”

Doug cocked his head a little in curiosity. “Then how’d Clementine find out?”

Once again, Lee faltered slightly. “Carley approached me about it in the backroom of the drugstore,” He said slowly, setting down the cards he’d nearly forgotten he was holding. “Clementine was in there with me, and Carley… Wasn’t exactly subtle.”

“Oh. Okay,” Doug seemed satisfied by that, and after a moment he added “She’s a pretty smart kid. I guess I wouldn’t really be surprised.”

“Yeah. I bet she’ll have us figured out before  _ we  _ have us figured out,” He was honestly only half-joking, but Doug’s laugh at that made it worth it regardless. 

They ended up getting tired of go fish pretty quick. As soon as they finished the round (Lee won) Doug went to go put the cards away. When he came back, there was a moment of silence neither of them knew how to fill.

Eventually, Doug cleared his throat and said “Hey, uh… Thanks for trusting me, Lee. Like, not just with the whole prison thing. Just in general.” A faint smile came over his face, one that made Lee relax a little to see.

“I should be the one thanking you, really,” Lee hesitantly smiled back at him, feeling a warm glow in his chest. He honestly didn’t think he’d felt this content in a while. “You… You took it better than I thought you would.”

He shrugged at that in a way that was surprisingly nonchalant. “It’s not like you’re a different guy now or anything,” For a moment, it looked like he was going to leave it at that, until Doug softly added “I’m, um, glad you didn’t end up in jail. And I’m glad I got to meet you.”

Lee could have honestly said the same thing. Doug was without a doubt one of the sweetest guys he’d ever met (if the fact that he hadn’t even judged Lee for confessing to being a convicted criminal didn’t make that obvious), and without his quiet caring and resourcefulness the motel would definitely be worse off. And maybe Lee himself would be worse off too—despite their shared nervousness, this thing they had going on felt genuinely good. Maybe it wasn’t a second chance he’d earned just yet, but perhaps all he needed was to let himself try.

He didn’t know how to put that into words, though, so instead Lee placed a gentle hand on Doug’s own and said “I’m glad I met you too.”

Doug clearly hadn’t been expecting that, and after a significant pause he wordlessly moved to grip Lee’s hand tighter—not without a hot, embarrassed blush that Lee had to stifle a chuckle at. For a moment, they stayed still, awkwardly glancing elsewhere in an attempt not to get overwhelmed by something that should have been simple (given that they were trying to hide a relationship in the middle of an apocalypse,  _ simple _ was probably too much to ask for). 

“I think the rain’s almost stopped,” Lee eventually spoke up in a whisper, finally noticing the lack of pouring raindrops outside. “I… Should probably check on Clementine.”

Startled, Doug snapped his head up to look at the (currently shuttered) window. “Oh. I-I guess you’re right.”

Regretfully, Lee got up off the bed, gripping the edge of his jacket to distract from the absence of Doug’s fingers. “It was nice hanging out with you.”

“Yeah. It was,” Doug stared at him with an almost hazy look in his eyes before he suddenly jolted a little. “And, uh—I almost forgot—could you tell Clementine that I can try fixing her walkie-talkie for her if she wants? I might have the stuff for it now.” He gave the cluttered room a glance-over, as if he was already calculating exactly how he’d do it.

There were a lot of things he liked about Doug, but Lee wouldn’t lie and say that his care for Clem wasn’t an easy way to his heart.

“I’ll let her know,” Lee couldn’t help but smile warmly at that. “Take it easy, Doug. I’ll see you later.”

“Catch you later, Lee,” He gave him a quick wave as Lee turned to head out the door, a gesture that made him finally ease up. For the first time since he’d woken up today, he felt genuinely alright.

Nothing in this world was easy now, least of all relationships, but Lee was okay with that. Doug was worth the work. 

**Notes for the Chapter:**

> I always felt like lee would be very reluctant to start a relationship after the Georgia State Senator Incident™️ so I really wanted to highlight that 😳 god I can't believe there's only 2 chapters left to write...seriously I can't thank u guys enough  
> also I'm gonna plug my tumblr for the first time, it's @frill-shark please come talk to me 😳👉👈


	5. Chapter 5

**Notes for the Chapter:**

> uh oh...dairy time

For the first time in months, the motel was empty.

But that wasn’t really true, despite the nervous feeling Doug got watching the rest of the group make their way down the road going out of the motel. For all the time he’d spent on his own, he never thought he’d get anxious upon being left behind, but a  _ lot  _ of things had changed. In the least, the sight of their newest member standing next to him was enough to ease his worries for the moment. 

Ben. The poor guy was just a kid—and now he was caught up in the motel’s problems too. Doug’s introduction to the group all that time ago hadn’t exactly been a friendly one, but it was nothing compared to the storm Ben had had to go through just for  _ being  _ there. It was wrong to fault him for that, although in all honesty he couldn’t really fault anyone else here either.

Things had been going downhill for a while now, despite how much Doug had tried not to dwell on it. It had been blatantly obvious that the frequent supply runs were no longer cutting it, and saying they had a supply shortage was an understatement—but  _ nothing  _ was as bad as the food problem. As the weeks went on, Doug had watched their rations steadily downgrade from actual produce (which had unsurprisingly been short-lived), to packaged stuff, to having to call a sorry container of cheese and crackers a meal. But it was better than nothing, which was a real and terrifying prospect to face now.

It wasn’t made any better by the fact that everyone was fighting  _ all the time _ (mostly Kenny and Lilly, if he was naming names). With the amount of problems on their plate, it made sense—but it didn’t make it easy to deal with either. The constant tension made it hard to relax, and even harder to be standing in the middle of it when he just  _ knew _ someone was about to blow up again for the hundredth time.

Even spending time with Lee wasn’t the reprieve it had used to be. There weren’t many opportunities for them to hang out together, so they took what they could get—but the shortages and grim outlook for the group didn’t exactly leave either of them in a good mood, and it didn’t help that Doug found himself getting more and more exhausted as the days went on. He’d never really seen Lee lose his temper, but he could tell his patience was wearing thin, and Doug was starting to feel the same way. As much as he didn’t like to admit it, the stress of things were really starting to catch up to him.

He just hoped Lee hadn’t noticed. The last thing he needed was for him to worry—he already had so much to deal with, and it wasn’t like feeling a little down was high on that list of issues. 

“So, uh,” Ben’s hesitant voice broke Doug out of his own thoughts. He’d turned to face him, awkwardly shuffling a bit like he felt out of place. “... What do we do now?”

There wasn’t really much  _ to  _ do. With everyone else gone, it was up to them to watch and wait for their return or for any potential threats—whatever came first. So far, it looked to be a quiet and boring several hours of doing next to nothing. 

That didn’t mean he couldn’t make things a little interesting, though.

“I can show you around, if you want,” Doug finally said, vaguely gesturing across the parking lot to punctuate his point. “It seems like you’re gonna be hanging around for a while, so… Y’know.” 

Ben looked surprised by that. “Y-You think so?” 

“Of course,” In truth, Doug wasn’t all that sure, but he  _ really  _ wanted to believe the group hadn’t sunk low enough to kick out a kid who’d literally most everything in less than an hour. “You have my vote, at least.”

“Oh,” Ben stared at him for a moment, his expression brightening at his words alone. “... Thanks.”

A thought that hadn’t crossed Doug’s mind until then was that, in all honesty, there wasn’t really much to show off. Sure, he could act busy for a moment by pointing out each specific room, but when he really got down to it this wasn’t going to be much of a tour at all. But that didn’t stop him from trying.

“Okay, uh- We have this fence, as you can see. If you can believe it, it used to be even more of a wreck.” 

“Here’s the RV! It doesn’t… Work, exactly, but we can use it as a lookout point. Kinda cool, huh?”

“The motel office is over in the corner. We don’t use it for anything, but I thought I’d point it out anyway.”

“You, uh, probably already saw it—this is the alarm system we have set up. I’m still working on it, so… Please be careful.”

And that was only the highlights. The room descriptions were more of a caution than anything else (just about the worst thing Ben could do right now was walk in on someone else’s room unknowingly and have them get pissed off about it)—after that, there just wasn’t that much left to say. Doug was left standing in the middle of the parking lot, Ben standing by his side, and suddenly felt as if he’d been talking for far too long.

“It’s not much,” Doug found himself admitting, wringing his hands to stay busy. He never would have thought he’d feel  _ embarrassed  _ over the state of the motel. “We’ve been trying our best to keep everything together,” And then, after a moment of contemplation, “Um, sorry you got snapped at earlier. We’re all on edge, but it wasn’t your fault.”

Ben blinked at him, like he was just tuning back into the conversation. He’d been pretty quiet during Doug’s impromptu tour, and it made him wonder just how much the kid had actually been listening. “I-I’ve been through worse,” He finally admitted, shrugging a little. “And, uh… This place is definitely better than the woods, I guess.”

At first, Doug wasn’t sure whether to feel relieved or concerned by that. He eventually decided on concern—the fact that everyone had seemed to forget that Ben had just lost his last two friends in the span of a couple hours was… Troubling, to say the least. It didn’t feel right to let him deal with it all by himself. Maybe it wasn’t his place, but he could at least  _ try _ to give a distraction to the poor kid. 

Nobody should have to go through that kind of loss alone. Doug understood that all too well.

But of course—because Doug couldn’t bridge into a serious conversation properly to save his life—instead of actually asking Ben if he wanted to talk, he fished through his jacket pocket for his laser pointer, held it up triumphantly, and asked “Hey, since we’re here, wanna learn morse code?”

Unsurprisingly, Ben just stared at him for a moment before responding with “... Well, I… It’s not like I have anything better to do,” While taking a glance around the parking lot as if something else would magically appear. And when it didn’t, he added on a “Sounds, uh… Fun, I guess.”

They ended up sitting on the couch outside, which gave Doug just enough time to completely overthink the entire gesture. It certainly hadn’t been the most graceful conversation starter, and although it would have been a terrible idea to start off with something like “How’re you feeling after watching your friend die in front of you?” he could have definitely thought of something better. Honestly, all he wanted was just not to weird the poor kid out.

He supposed he  _ had  _ tried to teach Lee morse code a couple days ago as well (with limited success). So perhaps it wasn’t out of  _ nowhere,  _ exactly.

After re-affirming that Ben was actually interested, Doug started off with the basics—mostly just letters. Doug had it all memorized by this point, and the laser pointer made it so much easier to visualize. Ben was a quiet listener for the most part, which made sense given what he knew about him, which admittedly wasn’t that much.

Doug always found it fun to teach people things (at the risk of sounding slightly pretentious) and  _ especially _ when that thing had practicality to it, even if the rest of the group didn’t agree that learning morse code was a solid use of time. It definitely helped that Ben seemed genuinely interested—mostly confused, and quiet, but still interested. 

In fact, he was so quiet that after a while Doug’s thoughts started to drift in the middle of explaining things. He didn’t get the chance to talk to the other group members like this very much. It wasn’t exactly common that he could flag Mark down for long enough, and sometimes he could get in a nice chat with Katjaa, but the only other person he  _ really _ got to talk to was… Well, Lee.

_ “Honestly, Doug, I don’t get how you just  _ know _ all this.” _

_ It was a cool and quiet night up on the RV, lit by the faint shimmer of the moon and stars. Far from asleep, Doug instead found himself kicking back in a chair next to Lee, who was technically supposed to be on watch right now (but in all honesty the chances of them spotting something dangerous in the woods were slim). It was hard to get any real privacy in the motel, so they had to take what they could get—even if that meant meeting each other in the middle of the night on top of the RV. _

_ Doug turned off the laser pointer upon hearing Lee’s voice, relaxing as soon as he realized that he sounded vaguely impressed instead of irritated. “Oh, it’s nothing special,” He smiled a bit as he twirled the pointer with his fingers. “Just something I picked up a while ago. Makes for a cool party trick, y’know?” It didn’t seem necessary to clarify that he didn’t actually go to parties in the first place.  _

_ Lee gave him an contemplative look before reaching out a hand. “Here, let me try.” _

_ Naturally, he handed it over, and watched amusedly as Lee attempted to replicate the morse code messages they’d been going over for about thirty minutes now—unsurprisingly, there wasn’t much improvement in that little time. He spent almost a full minute trying to clumsily spell out a word or two before giving up with a sigh. “Nothing special to  _ you _ , maybe.” _

_ “Well, I mean… It’s not like it’s that useful anymore, is it?” Doug laughed, but he couldn’t help but feel a little disheartened at his own words. The same could be said for a  _ lot  _ of the things he was any good at nowadays—it wasn’t like knowing how to fix a computer was going to help them stay alive. _

_ “Hey, I’m not saying you shouldn’t have a hobby,” Lee’s expression softened as he gave him a pat on the shoulder. “And if we wanna make it through this, we gotta do more than just survive.”  _

_ Maybe he was just saying it to make him feel better, but he appreciated it regardless. “So I should keep trying to get the group to learn morse code?” Doug managed to crack a grin in response, easing up at the feeling of Lee’s hand on his shoulder. _

_ Lee let out a  _ real _ laugh that time, one that was so rare to hear. “I said you should have a hobby, not a pipe dream.” _

Doug was so lost in thought that when Ben finally spoke up again he quite nearly jumped out of his seat. “... Are things any better for you guys here?” He said it in a nervous, hesitant way like he was afraid he would get in trouble for asking. Quickly, he added “I mean, I wasn’t trying to be rude or- or weird, or anything, I just- You guys seem like you’ve got a good thing going. Better than most, at least.”

There was an odd, almost hopeful look to him that hurt a little to see. Doug really didn’t want to pry, but things had to have been  _ bad _ for their run-down motel to look that good. It really didn’t bode well for the state of the town either. 

“We’re…” Doug hesitated, not sure how far he wanted to go in discussing the group’s issues—not like they hadn’t been obvious from the start. “It’s a solid place, I guess. It’s not perfect, obviously, but it’s kept us safe so far. And that’s kind of all you can ask for.” He twirled the laser pointer in his hands idly, clicking it once or twice. “It’s come a long way, y’know? Feels like yesterday Lilly was having us put barbed wire on the walls.” Waving a hand at the fence for demonstration, he had to cut himself off to keep from rambling any further. He’d probably talked a little too much anyway.

Ben nodded slowly, thoughtfully, and for a moment the two of them just stared at each other, suddenly at a loss for words. The whole thing felt weird—it had been so long since Doug had even  _ seen _ someone who wasn’t in the group (even if Ben already felt like a member of the team to him at least) that he barely even knew how to act. Things had changed so much, and it felt way too casual to just be sitting here discussing morse code, if he could really call it a discussion.

Once again preoccupied in his own thinking, Doug nearly missed Ben’s nervous follow-up of “And that’s who?...”

It took him a moment to realize what he was talking about. “Lilly?” Doug finally said, and then immediately felt like an idiot. It wasn’t like they’d sat down for an icebreaker or something—of course Ben had no clue who anyone was. “Oh- Sorry, I guess none of us really… Introduced ourselves, huh…” 

He trailed off momentarily before immediately getting to work listing the group off on his fingers. “Lilly’s kinda the leader of the group, depending on who you ask—she’s the girl with the long hair and black jacket. Her dad’s Larry, and he’s not… The nicest guy, exactly, so just keep that in mind. The kids are Clementine and Duck, they’re both pretty sweet. And the three guys you met in the woods are Mark, the guy with the glasses, and Kenny—he’s got the mustache, and his wife Katjaa is here too, she’s pretty cool, and- And then there’s Lee,” Doug paused, partially to catch his breath and partially to keep himself from going on too much about Lee (he really was a romantic, huh?). Staring at his fingers contemplatively, he finally added “And, uh, I’m Doug! I hope I already made that clear.” 

Ben stared at him, his expression anything  _ but  _ clear, until he finally gave a long sigh and mumbled “Um… I-I guess so.”

For a moment, Doug was worried he’d talked too much again, but then Ben suddenly continued with “Well, since we’re… Doing introductions, and stuff… I’m Ben, that’s Mr. Parker,” He flinched a little as he gestured sparingly to the dead Walker near the truck, and it was only then that Doug realized with a jolt of guilt that he’d forgotten all about the poor guy. When Ben finally kept going, his voice was all choked up. “And I had a friend named Travis too, but he- He didn’t make it out of the woods.” 

It was a genuine surprise to hear. Doug knew that most of the people in the group weren’t exactly the type to layer on the details, but  _ surely _ they would have mentioned another survivor in the woods. In all honesty, the story surrounding Ben and his ill-fated friends was practically nonexistent, but he knew better than to bring it up right now. He made a mental note to ask Lee about the incident the next time they were alone (it wasn’t like he was any less vague, but it was worth a shot anyway).

All Doug could find to say was a quiet “Oh, I- I’m sorry,” that felt more like a clumsy apology than anything else. Now that he’d been reminded of Mr. Parker’s existence, he couldn’t keep his eyes off of the rapidly decaying corpse. It was unsettling, for one, but mostly depressing.

They went quiet again, this time much more weighted than it had been before. On Doug’s part, he was having an internal debate over whether or not to follow up with something that might have any semblance to being comforting. In the end, he decided on a tentative “... I, uh, feel bad just leaving him there. If you wanted to do…  _ Something _ about it, I’d help.” He tried not to dwell on the fact that even the thought of having to handle a Walker, completely dead or not, terrified him.

To say that Ben looked surprised at the offer was an understatement. It took a moment, but eventually he shuddered a bit and said “Honestly, I… I don’t think it’s something I-I can do right now.” 

It was more of a relief than Doug had wanted it to be. “Oh. That’s fine, I just- Sorry, that was kind of a weird thing to bring up,” He apologized again, idly picking at his jacket to keep his hands busy.

Ben didn’t respond to that right away, and Doug was concerned he’d overstepped a boundary until an unexpectedly remorseful look came over Ben’s face. “He’s my band teacher, or he- He used to be. It was total chaos at our school when all  _ this _ started, and he tried really hard to keep us all together,” There was something almost haunted about the way he spoke that left Doug apprehensive. “Even when it was just the three of us, he still tried, even though it was hard. God, it was so hard,” He took a deep breath, suddenly looking so much more vulnerable. “I just feel like I could have done something  _ more _ , y’know? But I panicked back there, and…” Ben trailed off sadly, face falling.

The words hit Doug hard. Honestly, it was the kind of question he found himself asking all the time, when the horrid memories of those first few days came back to haunt him. He couldn’t lie to himself—after all this time, he  _ still _ felt guilty about what had happened to Carley, and by the looks of things it didn’t look like that guilt was going away anytime soon. It was frustrating and stressful and embarrassing to be the  _ only  _ person still obviously affected by the incident, and god did it show.

But this wasn’t about him right now, and he knew for a fact that Ben shouldn’t have to feel that way. “... I get it, Ben,” Doug started softly. “I really do. But I’m sure it wasn’t your fault, man.” He didn’t have to have the full details of whatever had happened that morning to say it with certainty. 

And for a moment, at least, Ben seemed genuinely comforted by that. “O-Oh, I… Thanks, Doug,” He said quietly, a ghost of a smile crossing his face. It wasn’t much, but it was something, and that made it worth it. 

The conversation tapered off after that, but the two of them continued to stick together. There wasn’t exactly much to do in the motel, so they really didn’t have many other options. Ben looked like he could have used the break, and Doug genuinely enjoyed hanging out with him—he was a good kid, and hopefully the rest of the group would grow to see that too. 

Maybe the trip to the dairy would do them good. The place had seemed pretty solid from Doug’s brief visit, and god knows how long it had been since they’d seen a decent meal. Maybe—just maybe—this would be the turning point. They’d strike up a deal with the St. Johns, they wouldn’t have to worry about food anymore, and things would only get better from there. He had to admit it was kind of an unrealistic, flimsy notion, but Doug wanted to believe it. He didn’t have much left to believe in anymore.

If nothing else, he at least hoped Lee would be feeling better after all this. He’d really been trying to balance the arguments going on between Kenny and Lilly as of late, and it had clearly been taking its toll. Not to mention that the stress of the whole “I’m keeping my criminal record a secret” thing… Definitely wasn’t helping. Add taking care of Clementine and the supply shortages that had befallen the motor inn, and it  _ really _ started to add up. He didn’t deserve the strain he was under, and Doug found himself wishing over and over that he could do something more about it.

Honestly, he wished he could do more in general. Doug’s skillset was limited at best, in more ways than one. Despite the blessing of not having to stress over uncertain feelings anymore, that didn’t necessarily make things any less muddled for him. For the past few weeks he’d felt an odd combination of hopeful happiness and disbelief—like the rug would be pulled out from under him at any moment, because deep down it was hard to believe that Lee really saw that much in him. In the past, Lee liking him back wasn’t something he’d ever seriously considered, but obviously that wasn’t true anymore. Doug  _ still  _ felt like he was trying to wrap his head around it.

Having a boyfriend was honestly pretty complicated, but what had he been expecting?

That wasn’t his main concern right now, though. As the day went on and the sun crept across the sky, it became increasingly obvious that nobody had come back from the dairy yet. Doug had thought at least  _ some _ of them would be back by now, even just to check in. He managed to keep hope when the day turned to late afternoon, and when the air had turned cool for the evening, and even when the sun was setting over the horizon. But it was only when night fell that Doug realized that something had to be wrong.

Which was an absolutely terrifying thought, because they couldn’t have left anyone worse for this situation behind. Needless to say, Doug was a horrible fighter, unable to even take down walkers. There wasn’t exactly much he could take from the motel that would really help. If Doug ended up being the only person not in trouble with the rest of the group, then the chances of him doing something about it was slim to none. It would already be over.

For an additional thirty minutes, he agonized over what to do. Staying here would obviously be taking a huge risk. And there were so many things that could go wrong if he left—the motel would be undefended, for starters, and then the trek to the dairy was dangerous in itself, and who knew what he’d even find there (if he made it, that was)?

But at the end of the day, it wasn’t a choice he got to make, not when his friends might be in trouble. There was no way he could stay at the motel if they were in danger. Doug couldn’t let them down.

However, he couldn’t leave Ben alone either. 

“Hey, Ben?”

Ben jumped a little when Doug approached him. From the corner of his eye, he’d seen him staring out into the shadowy woods for a while now, clearly lost in thought. For a moment, he was quiet, until finally he mumbled “... I-It’s been a while now, right? Like, they should have been back by now?”

“Uh, yeah, that’s- That’s what I came to talk to you about,” Doug could already feel his resolve beginning to flicker, which was a  _ really _ bad sign. “I’m gonna go out and see if they’re alright. Um, I… I just wanted to let you know you don’t have to go with me if you don’t want to.”

He watched as Ben glanced around the rapidly darkening parking lot, his movements jittery and expression nervous. Eventually, he took in a deep breath and said “No, I- I-I’ll come with you.” 

“Oh. I mean, okay,” It wasn’t much, but it brought a little relief to Doug that he wouldn’t be going alone. And it would be more practical anyway to go as a team instead—or at least that’s what he tried to convince himself. It would leave the motel unguarded, but it was already operating under what was essentially a skeleton crew anyway. At this point, there were no safe options left.

There wasn’t much they could do to prepare. The rest of the group had taken their weapons with them when they’d left for the dairy earlier, so the two of them had little choice but to go unarmed. It was all Doug could do to desperately hope they didn’t run into trouble, because if they did it was all over. 

With one last look back, Doug shoved the gate open and gingerly stepped outside, Ben close behind. He already felt sick with apprehension. If anything happened to the motel while they were gone, he’d never forgive himself—but the guilt he’d feel if one of his friends got hurt would be far, far worse.

As dark, stormy clouds rolled over the sky, Doug took a step onto the path and began to walk into the woods.

* * *

“So, uh, what’s the plan?”

Ben’s sudden voice had Doug jolting in surprise. He’d been so caught up in scouring the forest for danger that he’d nearly forgotten about his companion following close behind. For the past ten minutes or so they’d been walking down the forest road that he’d just  _ barely _ remembered how to navigate properly, and so far things were eerily quiet. It didn’t help that Doug had been on the verge of panic trying to imagine what things would be like when they actually  _ got _ there.

“We- We, uh, We should go in on the side. If there’s trouble, we probably won’t want to go in through the front door, y’know?” Doug flashed Ben an incredibly weak look of confidence. He didn’t want to admit it was the only solid idea he’d come up with during the entire walk. It wasn’t all his fault—who knew what was actually going on at the dairy right now—but god was it discouraging.

Judging by the look on his face, it was clearly discouraging for Ben too.

For a moment they were quiet again, Ben’s expression shifting slightly in a way Doug couldn’t fully read in the dark, until he finally spoke up with a nervous “You… You didn’t think there was anything weird about those guys, right? The farmers?”

Doug paused. Although it had been inherently suspicion-worthy for them to just walk up to the motel like that, the way the brothers talked hadn’t  _ seemed _ that off. He surely couldn’t speak for the rest of the group, but he’d been willing to give them a chance—it wasn’t like they’d been left with many other options. Even Lee and the ever-suspicious Lilly had been willing to hear them out, so surely the St. John’s must have had some merit to them.

And he had to admit—they  _ did _ make delicious biscuits. For him, that was a definite point in their favor. 

Still, the dairy farm had been a little  _ too  _ picturesque, in a way that put him off a bit. After seeing just how desolate the rest of the town was, it seemed almost too far removed from everything to be believed. It was hard for Doug to really describe, but it just seemed… Weird, that was all. But he was probably overthinking it.

“I don’t know,” He finally said, after having spent way too long considering the question. “I guess they might have been a little weird, but who isn’t these days?”

“Maybe,” Ben mumbled, looking down at the ground. He went quiet, and that was the end of that.

The treeline abruptly ended on the verge of a long, grassy field, and on instinct he ducked behind a tree. He didn’t know what he’d expected, exactly, but the dairy looked exactly the same as he’d left it—quiet fields, quaint house, and a crackling four-thousand volt electric fence surrounding it on all sides. The storm ahead was closer than ever now, and Doug could hear the rumbling of thunder in the distance.

“What now?” Ben whispered urgently, nervously glancing across the field. Nothing  _ seemed _ to be wrong right now, but there was something about the atmosphere that felt decidedly off. 

Doug honestly wasn’t sure. Clearly something had to be wrong for nobody to have left the dairy yet, but that was just about all he knew. The lack of information was starting to drive him crazy with apprehension. “I- Maybe we should try and find-“

At that moment, a  _ horrific  _ scream echoed from the barn.

Doug was roughly cut off and both of them immediately froze. His mind was racing in fear, but there was one thing that rang true in his head—that he had to do something  _ now _ . Finally, after shaking off his panic at whatever was happening inside the dairy, Doug lifted his head a bit and urgently said “They’re in trouble. Come on!”

And before he could make himself regret it, he crept out from behind the tree (followed by a hurried “Wait, hold on!” from Ben) and made it about halfway across the field until he crouched behind a hay bale that just oh-so-luckily had been sitting out there. He was honestly terrified, and the only thing that kept him from locking up was the idea that one of his friends could be in serious trouble right now. And even then, he couldn’t  _ imagine _ what he’d do once he’d actually made it over there. Half a field suddenly seemed so much more daunting, a gap that had Doug balking in fear.

He felt Ben brush up against him (it wasn’t like there was much room in their sudden hiding spot) and tried not to jump. “Hey, d-don’t run off like that!” Ben hissed, scanning the dark field with fearful eyes. 

“There’s gotta be a way inside,” Instead of actually responding to Ben’s nervous whisper, Doug stared out at the fence. “The fence totally surrounds the property. And I think it’d be way too risky to try jumping over the fence or something—the voltage would probably kill us. Maybe there’s a gate we can use to get in? Or, worst comes to worst, we could go through the front if we’re desperate.” He turned to look at Ben, who’s expression could only be described as lost. “What do you think, Ben?”

“... Uh,” Ben stuttered out, as a crack of thunder crashed overhead from the growing storm. “I don’t know. I-I think this is a bad idea.”

They went back and forth for another minute or so—mostly Doug throwing out half-baked ideas and Ben only technically going along with them—when the sudden, quiet creak of a door opening had both of them freezing up. Doug (who had just been working through the idea of setting up a signal from the outside) slowly leaned out from behind the hay bale, his heart pounding in his chest, and looked out at the dairy’s barn where a shadow was emerging from the doors. He stared for a long, long moment, and then-

“ _ Lee _ !” Even in the dark and a good thirty feet away, Doug could still recognize him by the way he cautiously stood against the barn (and by the jacket. It was a very nice jacket). Despite everything that was going on right now, he brightened immediately at the sight of him. Lee seemed to be alright at first glance, so surely things couldn’t be  _ too _ bad right now, could they?

On an impulse, he fished the laser pointer out of his pocket, prompting a “What are you-“ from Ben that Doug waved off in an “I-know-what-I’m-doing” sort of fashion. In all honesty it wasn’t any less subtle than just shouting to get his attention, but at least Lee wouldn’t have to spend a moment guessing who it was (maybe that attempt to teach him morse code would come in handy after all). 

He clicked it on, and it was highly doubtful that Lee would miss the gaudy red beam that flickered across the field. Sure enough, he slowly crept forward in obvious intrigue, and just to be sure Doug trained the pointer on Lee himself for a moment until he heard the startled shout of “...  _ Doug _ ?”

It was only then that Doug finally felt safe enough to creep out from behind the hay bale (with Ben hanging close behind) and meet Lee from the other side of the fence. For the first time since he’d left the motel, he let himself begin to relax, just enough to let his pounding heart slow a little. He felt lighter just being by him—if Lee was okay, then they had a fighting chance now. Maybe, just maybe, they could get through this.

He was so caught up in being relieved for Lee’s safety that he nearly missed the quiet hiss of “Doug! The hell was that?” Doug watched as Lee stopped for a moment to rub at his eye.

“It’s morse code!”

“You almost  _ blinded _ me!” Lee shook his head a little as if it would help his vision recover. In retrospect, it probably hadn’t been the best idea to point it directly into his face. Doug really had to work on his aim.

“Oh, sorry about that,” Doug hurriedly apologized, flinching at the grumbling tone to Lee’s voice. Despite that, he brightened again a moment later with “But I  _ did  _ get your attention!” The genuine relief he got from seeing Lee alright was enough to offset any guilt he felt from nearly burning his eye out.

Ben stared at the two of them for a long, long moment, and it was only then that Doug noticed the almost concerned look on his face, like he was trying to figure out if this kind of interaction was normal between them or not. He seemed to disregard it quickly, however, and cut right to business by asking “We heard screams from the barn! Wh-What’s going on?”

Doug liked to think he knew Lee pretty well by now. They trusted each other, they’d confided in each other, and over the course of three months they’d spent a  _ lot  _ of time together—from being in the chaotic crowd of a group argument to the peaceful, quiet seclusion of Doug’s motel room. But in all of those moments, he’d  _ never _ seen Lee’s expression shift quite like the way it was changing right now. There was something haunted and horrified to it, and paired with the sudden silence that followed the momentary relief Doug had felt quickly faded. Something was seriously wrong. 

“... Lee? You okay?” He said quietly, suddenly wishing he could have pressed his hand through the electrified fence to give Lee’s wrist a comforting squeeze, not even caring that he’d have to do it in front of Ben. Instead, though, he gave him a gentle look he hoped was an encouraging alternative, and Lee seemed to snap out of whatever fog he’d been stuck in.

Suddenly, Lee sharply cried out with a frantic “You need to get  _ out _ of here!” that had Doug shuddering a little in dread. If Lee—tough, crazy brave Lee—was telling them to run, then things were probably even worse than he’d thought. 

“Why? What’s going on?” Ben piped up before Doug could figure out a way to respond. He shot a glance at the barn behind the fence, worry clearly growing. “What happened with those guys?”

He wasn’t quite sure what he’d  _ expected  _ Lee to say, but it certainly wasn’t the grave, panicked “These people are fucking crazy! We got locked in a freezer, Larry’s dead, and they chopped off Mark’s legs and tried to  _ feed them to us! _ ” that came next. There was genuine terror in his voice, and it shook Doug to his core.

The full weight of Lee’s words didn’t sink in at first. In the three long months spent at the motel, nobody had ever gotten  _ seriously  _ hurt, and Doug had even started to get used to the constant, underlying sense of danger—even if something bad happening was likely, it hadn’t happened  _ yet _ . So there was no way that either of them could be dead. Mark was so resourceful and charismatic, and Larry… Well, he was admittedly very tough. And despite knowing Lee would never lie about something like this, there was still a part of him that desperately hoped this was all a big, cruel misunderstanding.

He had to stay focused. He couldn’t lose his nerve right now.

“Jesus! That is  _ sick _ !” Doug found himself saying, his voice shaky with disbelief. There honestly weren’t words for what he was feeling right now, and it was all he could do not to lock up on the spot.

And by the look on his face, Lee was far from done. “They’ve still got Duck and Katjaa in the house, and-“ He paused to glance from side to side apprehensively, a sudden glimpse of exhaustion in his expression. “God, I don’t even know where the fuck Kenny is!” Doug couldn’t help but notice that he hadn’t mentioned Lilly or Clementine at all, but presumed if something had happened to them (namely Clementine) he would be  _ way _ more freaked out about it. 

Lee looked more frantic than ever, and Doug immediately regretted not staying with the group. It wasn’t like he would have been able to prevent much, but at least he would have been  _ trying  _ to help instead of sitting cluelessly at the motel wondering why it was taking so long for them to get back. Looking into Lee’s eyes, weary and scared but still resolute, he couldn’t help but feel horribly, horribly guilty.

There had to be  _ something _ he could do.

“We’re coming in to help,” Doug started, filled with a sudden glint of courage, but Lee hastily raised a hand to stop him. 

“No- If we storm the house, we’ll cause a panic. You two try to find a way around to the back. I’ll head to the front.” Lee’s words were steadfast and decisive, his exhaustion seemingly evaporating. They didn’t have the time to argue about the details—they had to do something now.

Doug nodded in agreement. “You got it,” This was becoming so dangerous and  _ sudden _ , and after a moment he added a quiet “Hey, Lee?”

“Yeah?”

“Stay safe, okay?” Doug said it as if the words really would protect him, and he watched as Lee’s expression softened just a little before becoming serious again. 

“I will. Both of you, take care of yourselves.” And the determination in Lee’s voice was enough to make Doug believe he would, if just for a moment. 

Slowly, Doug let himself glance back at Lee one last time before getting up and motioning for Ben to follow. “Come on, this way,” He whispered hastily, beginning to follow the fence around the side of the farm.

Ben took about three steps forward before a look of reluctance came over him. “Wait, are you sure about this?” 

“Yes!” After saying so, it became immediately apparent that Doug had absolutely no idea what he was doing.

“Really?”

“... No. I-I mean, yes!”

The two of them crept off, and the weight of the situation finally began to sink in. Mark was dead. Larry was dead. Everyone else was in grave danger. They were trying to break into a farm run by cannibals (??). The situation was very,  _ very _ grim, and it took all Doug had not to freeze up on the spot. After everything they’d been through, this could really be it—they could die in this field, on this night, right this moment. 

Doug let out a small, shaky wheeze. Why had he ever thought it would have been a good idea to come here in the first place? It was beyond suspicious for two random guys to show up at their door after months of isolation, but he’d wanted them to be good people so badly—to show that maybe there was still a little brightness left in the world. He should have said something. It was stupid not to have said something. He should have-

They reached the back of the property, a spot the electric fence didn’t fully cover. Doug wasn’t sure how Lee had known it would be there, but he was grateful regardless. Quietly, he ushered Ben onto the farm, whispering “Come on, we gotta be careful.”

In that moment, there was an odd look on Ben’s face that he couldn’t quite read. “I  _ knew _ there was something up with those guys. You can’t trust people who just come out of nowhere like that. One time…” He stopped with a shiver.

“I guess not,” Doug mumbled regretfully. “It did kind of seem too good to be true after a certain point, but… I never thought...” He trailed off slowly, sadly.

Ben must have noticed, because he hurriedly added “And I’m, uh, I’m sorry about your friends.”

It still didn’t seem real to him. Doug eventually managed a quiet “Thanks, Ben,” as he tried to shake himself off and focus on the task at hand.

The two of them stared at each other for a moment before Ben broke eye contact to glance at the distant farmhouse. “So what do we do?”

Honestly, Doug didn’t even know what he  _ could _ do at this point. As far as he was concerned, he’d already arrived too late, but it wasn’t like he could just give up. “... I don’t know,” he finally admitted, flinching a little. “Let’s just see what’s going on first, okay? Stay behind me.”

Ben nodded agreeably in response, to Doug’s relief. The trek from the back of the farm was eerily quiet and worryingly long, with nothing but the sound of rumbling thunder echoing across the fields—until a rough shout coming from the farmhouse had both of them jumping in surprise and immediately speeding up their pace. Stealth was no longer an option. They had to  _ hurry. _

What they found in front of the house was nothing short of a standoff. Kenny was up on the hill, Lee and Katjaa were farther back on the porch, and Duck was in the grasp of none other than Andy St. John himself. There had been no dramatic transformation—Andy looked exactly the same as he had that morning, when he and his brother had brought them into the dairy with gracious smiles and barely contained excitement. Maybe the worst part was that he didn’t even  _ look _ that angry right now. If anything, he just looked somewhat irritated, like this was only a minor setback. Like he’d been doing this con for so long, he wasn’t even surprised by this anymore.

It was genuinely terrifying.

“Let him go, goddamnit!” Kenny’s snarl was clearly heard despite how far away he was, and Doug immediately knew things were about to take a turn for the worse. Kenny would tear Andy to shreds for threatening Duck, or at least try to, and Andy had a rifle in his hands-

“Oh, that ain’t gonna happen!” Andy smugly barked back, waving his gun threateningly. Doug watched with a sinking stomach as he almost tauntingly shook poor Duck by the collar. 

It all happened so fast. Lee had taken a step forward in an attempt to intervene. Andy snapped back at him, and in the moment he’d looked away Kenny rushed forward. He’d taken the bait. 

A shot rang out. A haunting scream echoed. Kenny crumpled to the ground, clutching his side as blood dropped into the grass.

_ Andy’s going to kill them,  _ Doug realized, feeling sick. He would never make it there in time to help.

There was nothing he could do. Even if he ran as fast as he could, there was no way he would be able to reach Andy before he seriously hurt—or killed—someone else. For the past couple minutes, Doug had been able to stay relatively level-headed given the circumstances, but that was the thought that made him  _ really  _ start to panic. Out of the corner of his eye, he could see Ben just behind him with the same horrified expression that he himself undoubtedly had. They were too late. 

In that moment, Doug regretted a lot of things. He regretted never learning how to use a gun. He regretted staying behind at the motel that day. He regretted snapping at Mark that morning for stepping on the strings for the alarm system on accident. He regretted not telling Lee just how much he meant to him earlier. Maybe then they would have had more time.

Most of all, he regretted that Carley wasn’t here. She would have been strong enough, smart enough, brave enough to stop Andy. If she had been the one flanking the St. Johns, they probably wouldn’t even be in this situation right now—despite how much it had admittedly intimidated him at first, she had had  _ incredible _ aim, and knew exactly how to use it. Doug, on the other hand-

The idea hit all at once.  _ He _ couldn’t stop Andy, but maybe—just maybe—he could keep him distracted long enough so someone else could. 

Before he could go over just how ridiculous it sounded, Doug started scrambling for his jacket pocket. Ben let out a noise of surprise as he fished the laser pointer out and, with a surprising amount of resolve and a much smaller amount of sensibility, trained the beam directly into Andy’s eyes.

Even from far away, Doug could visibly see the confusion on Andy’s face as the beam flickered in front of him for a moment. The confusion quickly turned sharp when it hit him in the eye, causing him to whip around wildly for the culprit. And in that moment of vulnerability, Lee—thank  _ god _ for Lee—made his move.

Too many things happened after that. He watched as Lee forced the rifle out of Andy’s hands. He watched as, in their tussle, the two of them fell down the hill. He watched as Andy revitalized the generator and, to his horror, literally tried to shove Lee into the electric fence—until Lilly (so  _ that’s _ where she was!) emerged from the barn and took a shot at him. He watched as Andy fell to the ground, and as Lee stared down at him with an honestly frightening look before socking him in the face.

And again. And again. And again.

Somehow, Doug found himself standing next to the rest of the group where they’d gathered near the fence. All of them were completely silent as they watched dumbfoundedly as Lee literally beat Andy to a pulp. Every time Doug thought that certainly,  _ certainly _ he’d had enough by now, Lee laid on another punch. At some point, he started hearing the crunch of bones cracking, and he suddenly felt horribly sick. He just… Wouldn’t stop.

When Lee had told him about his arrest, Doug didn’t think he’d  _ really _ understood—the weight of it had never sunk in. Sure, it had been a shock, but definitely not high on the list of priorities compared to every other stressful thing that was going on right now. And as the days passed, the revelation faded little by little in his mind. He’d never had to worry about Lee doing bad things before—he was calm, and clever, and kind, and had always done everything he could to help the group—so why start now?

Lee was a good guy. A bad person wouldn’t take care of a lost girl in the middle of an apocalypse. A bad person wouldn’t take task after task to keep the motel running. A bad person wouldn't have cheered Doug up when he needed it, or been patient with him, or held his hand as they sat awake in the middle of the night. 

The person beating Andy into the ground was not the Lee he knew.

“W-Wait!-” Doug found himself crying out, his voice pathetically strained. He scrambled forward as close as he dared to, hanging back by a couple feet in nervousness. It was even worse up close, and he shuddered at the sight of blood splattered on the grass around them. “Jesus, I- Come on Lee, let’s just… Let’s just go. Please.” He hated how desperate he sounded, but right now all he cared about was getting Lee to stop.  _ Please. Please don’t do this. Just let this be over. _

To Doug’s immense relief, Lee froze at the sound of his voice. For a moment he just stared down at Andy, eerily quiet and still, until he finally glanced back at him with a look that quickly turned to saddened remorse—a look that made Doug wonder just how distraught he must have looked right now, standing here and pleading for him to walk away.

Slowly—painfully slowly—Lee got to his feet. Without taking his eyes off Andy for even a moment, he backed up a couple steps, each one lightening the dread in Doug little by little. And for a second, it was almost as if they weren’t still on a farm run by cannibals—until Andy finally started to get off the ground.

He looked genuinely awful, but the most disconcerting part was that he seemed to be in no hurry to defend himself. Despite being pummeled to hell, he appeared just as smug as ever. Before any of them could do anything (and not that Doug would have been able to choke out something anyway), he shouted out a slurred, raspy “S’ that all you got, Lee?” in the most venomous tone he’d ever heard. “ _ Y-You ain’t shit! _ ”

Lee stood his ground, a frighteningly exhausted look on his face. He shouted back with a jarring, formidable “It’s  _ over! _ ” that echoed against the rumbling of thunder in the distance. Doug had  _ definitely _ never heard a tone like that out of him before. 

As far as he could tell, Andy was completely undeterred. “ _ Fuck _ you,” He hissed, slowly but surely staggering to his feet. “As soon as Dan an- and Mama get out here, you-“ Pausing to wheeze out a cough that left a splatter of blood across his face, he glared vehemently at the rest of the group—who were  _ still  _ standing back by the fence, too shocked to move. “You’re all fucked! You’re  _ all _ fucked!”

And then something unexpected happened. Doug watched as a flicker of genuine pity (sympathy, even!) flashed across Lee’s face as he let out a sigh. “Andy, they’re not coming.” He sounded almost apologetic, a complete turnaround from how mercilessly he’d been beating Andy into the ground just moments before.

After everything, that was what finally made him hesitate. Andy must have noticed the flicker in Lee’s expression too, because his entire demeanor suddenly flipped—now, he looked positively frantic. “Wh- What the hell do you mean?” He spluttered out, whipping around wildly to search the field. “Lee, what the  _ fuck _ do you mean?” 

Lee’s silence was an answer in itself.

For the first time since he’d stepped onto the farm that night, it dawned on Doug that the rest of the St. Johns were very conspicuously absent. He hadn’t thought much of it in the beginning, but by now it was blatantly obvious why they hadn’t showed up yet. Maybe he should have been expecting it, but the thought made him shiver nonetheless. 

It seemed like that had been the last straw for Andy. He’d been outwitted, outmatched, and outnumbered—and yet, it was only when his family was no longer by his side that the air of smugness and composure cracked. He had lost. The fight was over.

Lee spent another moment staring Andy down before finally turning his back on him and beginning to walk away. Doug didn’t even have time to start feeling relieved when Andy, in one last move of desperation to save his own dignity, cried out “Don’t you  _ dare _ walk away from me, Lee!” 

Doug couldn’t quite explain why he felt so apprehensive when Lee glanced back contemplatively. Andy was a terrible guy—that much was clear. He and his family caused the death of two members of their group. He had lied to their faces. He’d  _ wanted _ them dead from the start. But despite all of that, he didn’t want to have to kill them, and he certainly didn’t want Lee to kill them either. 

He didn’t want to be here anymore. All he wanted to do was leave and never, ever think about any of this again. 

For an unbelievably tense moment, the field was silent. What was left of the group was staring at Lee, who was staring at Andy, and nobody had any idea what was going to happen next. Then—after what felt like an eternity—Lee let out a regretful sigh, his shoulders sagging, and turned back around.

The next minute or so passed by in a blur. Andy had given up. The generator finally fizzled out once more. The walkers, drawn by the noise, began to close in. Lee ushered for all of them to leave. And as they crossed the gate for the last time, Doug let himself glance back to the sight of walkers slowly but surely making their way over the fences and Andy  _ begging _ for them to finish the job. It was sickening, almost, but what was worse was realizing that although the worst had passed, this was  _ far _ from over.

The illusion of safety was gone. Everything was about to change.

* * *

The walk back was miserable.

Nobody spoke. The forest was silent and heavy with the promise of rain inching closer and closer by the moment. Even the walkers were unusually quiet—either that, or everyone was in too much a shock to hear them. The slow treading of footsteps was the only sound that filled the dark woods, as each and every one of them struggled to come to terms with what had just happened.

For a while, Doug wasn’t doing anything but putting one foot in front of the other and keeping his head down, completely lost in thought. No matter how hard he tried to wrap his head around it, it was all so hard to believe. The one thing that remained clear throughout the chaos, though, was a strong sense of guilt he couldn’t seem to shake. Maybe it was conceited, but he felt genuinely awful for not realizing something was wrong sooner and coming to help. And maybe—just maybe—if he’d done that, they wouldn’t have lost anyone that night. 

But of course, it hadn’t worked out that way. When his friends had needed help the most, he’d failed them. Now, all that was left was to pick up the pieces.

Eventually, Doug forced himself to look up and make a head count. Lilly was at the back keeping watch (it was only then that he noticed she was splattered with a  _ sickening  _ amount of blood), a despondent Clementine only a few feet ahead. Kenny was left limping from the wound in his side, his family staying close by, and Ben—god, he’d really dragged Ben into all of this, hadn’t he?—was off to their right. And then there was Lee, leading the pack, staring off into the woods ahead with an expression Doug couldn’t even begin to read.

Actually, he really needed to talk to Lee. 

“Hey, Lee,” Doug found himself saying quietly as he nervously sped up his pace to catch up. “I, uh, I’m sorry for leaving the motor inn unattended.” After everything, he figured an apology was a good enough place to start. 

He honestly felt a little nervous going up to him. It was kind of stupid—nothing had changed, this was still the Lee he knew and loved—but Doug couldn’t get the image of him mercilessly beating Andy into the dirt out of his head. It just… Worried him, that was all. 

But that could be dealt with later. Right now, he just needed to know he was okay.

Lee still had his gaze pinned on the path, but after a nerve-wracking moment of silence he tilted his head a little—just enough to see Doug out of the corner of his eye—and said “You know, I never thought a laser pointer would be the thing that saved our lives.”

His friendly tone was instantly relieving. There was something about talking to Lee that made him feel just a little bit better, just a little more normal, and even in these circumstances this was no exception. Despite the somber mood of the forest, Doug couldn’t help the hesitant smile that flickered over his face. The fact that he sounded almost impressed definitely helped things.

He went quiet again, this time more thoughtful than anything else. Lee finally glanced over with a surprisingly warm look given the situation. “I’m glad you showed up when you did.”

Doug’s smile grew wider. “Well, we gotta stick together, right?” Knowing he had Lee’s assurance put him at ease, if just a little. He’d done something worthwhile after all, and that meant more to him than he could say.

But while the words were nice, he knew he couldn’t beat around the bush forever. Doug could practically feel how his own expression saddened as he tried to find a way to put the turmoil of it all into words. “Lee, um, Can… Can I ask you something?”

“Sure,” Came Lee’s quiet reply, his voice serious again. The way he said it made it clear that he already knew what Doug was about to ask.

An image from that morning—of walking down the forest path with a cheery Mark at his side—flashed into his head, and Doug felt sick just thinking about him. “... Were they  _ really _ chopping up people? For  _ food _ ?”

Lee didn’t respond right away, a dark and troubled look coming over him that eliminated the last glimmer of hope that this was all a tragic misunderstanding. “Yeah,” He finally admitted, words heavy. For another moment he seemed to struggle with where to go from there, a conflict that clearly wouldn’t get easier anytime soon. “And… Fuck, man. I‘m still having a hard time wrapping my head around it all. At least Clementine didn’t get to it.” Lee glanced back at her guiltily, shaking his head as if to clear out some horrible mental image.   


It made him shudder a little just  _ hearing _ about it. “That’s really sick,” Doug said disgustedly, taking a nervous gulp. He was  _ really _ not liking what Lee’s vague words were implying. “Clementine, she- She doesn’t  _ know _ , right? Like, she didn’t see… Or…” He trailed off, refusing to finish the thought.

“I stopped her,” Lee assured quickly, but the expression on his face remained complicated. It was obvious that he really,  _ really _ didn’t want to talk about what had happened, and in all honesty Doug wasn’t sure if he even wanted to know. He had the basics—Mark and Larry were dead, obviously, the St. John’s had turned out to be cannibals  _ somehow _ , and everyone had barely escaped with their lives—but something was clearly up. There was a thick, tangible tension in the air, and it wasn’t just because of the awful situation. He had no idea what it was, but something else must have gone  _ horribly _ wrong. 

Both of them were quiet for a moment, so it was a surprise when Lee suddenly spoke up with “This fucking  _ world _ now, Doug. It’s hiding the most unspeakable shit at every turn.” The genuine anger in his voice was jarring compared to the relatively even tone he’d had just moments before. Doug wondered just how much he’d seen by now—not just on the farm, but out on the supply runs, the lookout shifts, the hours spent scouring the ruined town. It was enough to make him feel a little ashamed. Lee had managed to adapt somehow to all these awful things, and yet he still found himself struggling to process everything. From the walkers, to the violence, to the possibility of dying, to that fucking night in the drugstore-

_ Don’t think about it now. Don’t think about it now. _

He supposed the realization was inevitable. Doug could count the number of times he’d left the motel on one hand, and he certainly hadn’t seen whatever had happened at the farm. He was never going to truly understand.

But that didn’t mean he couldn’t try. “Lee?” Doug asked gently, keeping his eyes trained on the forest path in front. 

Out of the corner of his vision he saw Lee once again turn to look. “Hm?”

“I’m sorry I wasn’t there,” He fidgeted with the hem of his jacket so he wouldn’t have to look at him. “God, I… I can’t even believe any of it. And I know you’re pretty tough, but… I’m just glad you’re safe.” It was hard to do in front of everyone without getting a little flustered, but he tentatively placed a hand on Lee’s arm as some semblance of comfort, if it meant anything at all.

Despite how stressed Lee seemed, his face softened slightly at the gesture. “Thanks, Doug,” He said with a grateful smile. “You don’t gotta worry about me though, alright? I’m just glad that…” Lee glanced back at the rest of the group with a grimace, trailing off. They were  _ far _ from unscathed.

Instead, he decided to ask “Can I tell you something?”

Doug blinked. “Of course.”

Something changed in Lee’s expression. The former warmth that had been in his eyes faded, replaced by a haunted, saddened look. Resting a hand on Doug’s shoulder, he tenderly said “... I’m really,  _ really _ glad you weren’t there.”

The words were simple, but they sent a chill down Doug’s spine regardless. He took a deep breath and tried to focus on the feeling of Lee’s hand on his shoulder instead of the terrifying implications of whatever  _ that _ meant.

Finally, though, he managed to change the subject to something slightly less heavy. “Were, uh, you guys able to salvage anything good from the dairy?” There had to be some sort of silver lining to this.

Lee grimaced again. “Not really. St. Johns took everything I had before the place got completely overrun by walkers.”

All of a sudden, the crunch of footsteps from behind grew louder, and Katjaa came up to walk beside them. Doug couldn’t help but jump a little, but settled down as soon as he recognized her. None of them looked  _ good _ right now, exactly, but at least she seemed to be somewhat alright.

“Oh, Lee,” She said quietly, taking a moment to get his attention. “I was able to grab a couple of your things while Brenda wasn’t looking.” Katjaa rustled through her jacket and gave him a handful of what was mostly just pocket junk—except for a dull, scratched video camera that instantly caught Doug’s attention.

“Thanks, Katjaa,” Lee was quick to show his gratitude. Doug watched as Lee thoughtfully flipped the camera over and made an attempt at turning it on, before glancing up at him. “It… Doesn’t work, obviously. You got any use for it, Doug?” He had no idea where he’d gotten it, but the  _ I’ll explain later _ look on Lee’s face was enough to keep him from voicing any questions.

Honestly, he was just happy to have something to work on that he was actually  _ good _ at. Doug took it from him and, after a moment of squinting at the camera in the dark, said “It looks like just a basic camcorder. A Save-Lots cheapie, y’know? Let me check it out, see if I can get it working.”

Lee relaxed, if only by the softest bit. “I know you will.”

He couldn’t help but feel a little better.

As they walked through the woods, storm clouds rumbling overhead and the crunching of dirt underfoot, it was only then that Doug fully realized just how different things were going to be now. After seeing what had happened at the dairy, he didn’t think he’d feel truly safe ever again, not to mention they were still rapidly running out of supplies. And judging by the weird tension from the remaining members of the group, the arguments that had been breaking out at the motel were about to get much,  _ much _ worse. 

Mark was gone. Lilly has lost her dad. Kenny was injured. Who  _ knew _ what Katjaa, Duck, and Clementine had gone through. Ben was stuck in a group of people he barely even knew. And as for Lee…

Lee had stomped a guy into the ground in front of everyone. Doug didn’t even know how he himself felt about that, let alone how the rest of the group was going to react. More than anything, he didn’t want Lee to get in trouble. He didn’t want Lee to have to get colder. He didn’t want Lee to look him in the eye one day and realize that whatever he’d liked about Doug was gone.

All he wanted was for things to end up alright. But as they walked back toward the motel, it was clear that nothing was going to be the same. 

**Notes for the Chapter:**

> i rlly said: lets take two months to write this chapter  
> ok like actually though i can't BELIEVE i'm so close to finishing this...i never thought i would so 😭


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